BOYD GAMING CORP — Director's Dealing 2013

May 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2013-05-10

Reporting Person: BOUGHNER ROBERT L (Director, Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-10	Common Stock	M	135800	$7.55	Acquired	304168	Direct
2013-05-10	Common Stock	S	135800	$13.8295	Disposed	168368	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-10	Employee Stock Option (Right to Buy)	$7.55	M	135800	Disposed	2019-11-03	Common Stock (135800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	230458	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $13.701 to $13.995. 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: By the Robert L. Boughner Investment Trust, Robert L. Boughner, Trustee.

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.