BOYD GAMING CORP — Director's Dealing 2014

Nov 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2014-11-13

Reporting Person: BOYD WILLIAM R (Director, Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-13	Common Stock	M	41170	$7.55	Acquired	61558	Direct
2014-11-13	Common Stock	S	41170	$11.9866	Disposed	20388	Direct
2014-11-13	Common Stock	M	15590	$6.70	Acquired	35978	Direct
2014-11-13	Common Stock	S	15590	$11.9866	Disposed	20388	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-13	Employee Stock Option (Right to Buy)	$7.55	M	41170	Disposed	2019-11-03	Common Stock (41170)	Direct
2014-11-13	Employee Stock Option (Right to Buy)	$6.70	M	15590	Disposed	2021-12-07	Common Stock (15590)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2049660	Indirect
Common Stock	37931	Indirect

Footnotes

F1: Shares sold in connection with the exercise of stock options on November 13, 2014.

F2: This transaction was executed in multiple trades at prices ranging from $11.97 to $12.005. The price reported above reflects the weighted average sale price. The reporting person hereby undetakes 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.

F3: Options granted under Boyd Gaming Corporation's 2002 Stock Incentive 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.

F4: By William R. Boyd Gaming PropertiesTrust, of which reporting person is Trustee, Settlor and Beneficiary.

F5: By the Sean William Johnson Education Trust (1997) of which William R. Boyd is Trustee.