BOYD GAMING CORP — Director's Dealing 2013

May 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2013-05-03

Reporting Person: LARSON BRIAN A (Executive V.P. and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-03	Common Stock	M	67020	$7.55	Acquired	195531	Direct
2013-05-03	Common Stock	S	67020	$12.7105	Disposed	128511	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-03	Employee Stock Option (Right to Buy)	$7.55	M	67020	Disposed	2019-11-03	Common Stock (67020)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4000	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $12.6801 to $12.755. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: IRA FBO Brian A. Larson Sunamerica Trust Co., Custodian.

F3: Options granted under Boyd Gaming Corporation 2002 Flexible Stock Option Plan. Vesting plan calls for options to become exercisable at the rate of 33.333% per year on the first day of each successive 12 month period commencing one year from grant date.