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BOYD GAMING CORP Director's Dealing 2014

Dec 9, 2014

30822_dirs_2014-12-09_430c44c3-a162-4289-aaf5-7f6c5ace40a9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2014-12-07

Reporting Person: BOYD WILLIAM S (Director, Executive Chairman, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-12-07 Common Stock F 11721 $12.49 Disposed 132936 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 19042671 Indirect
Common Stock 212654 Indirect
Common Stock 153117 Indirect

Footnotes

F1: Shares sold to pay income taxes in connection with the vesting of restricted stock units issued under the 2002 Stock Incentive Plan.

F2: By William S. Boyd Gaming Properties Trust, of which reporting person is the trustee, settlor and beneficiary.

F3: By BG-09 Limited Partnership, of which each of the William S. Boyd Gaming Properties Trust ("WSBGPT") and the Marianne Boyd Gaming Properties Trust ("MBGPT") are the general partners thereof.

F4: On December 7, 2014 a total of 31,136 shares were transferred from the reporting person's directly held account to indirectly held account.