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: JOHNSON MARIANNE BOYD (Director, Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-13	Common Stock	M	17007	$5.22	Acquired	137821	Direct
2014-11-13	Common Stock	S	17007	$11.9757	Disposed	120814	Direct
2014-11-13	Common Stock	M	17007	$6.70	Acquired	137821	Direct
2014-11-13	Common Stock	S	17007	$11.9757	Disposed	120814	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-13	Employee Stock Option (Right to Buy)	$5.22	M	17007	Disposed	2022-11-08	Common Stock (17007)	Direct
2014-11-13	Employee Stock Option (Right to Buy)	$6.70	M	17007	Disposed	2021-12-07	Common Stock (17007)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37332	Indirect
Common Stock	37332	Indirect
Common Stock	36042	Indirect
Common Stock	37332	Indirect
Common Stock	37332	Indirect
Common Stock	35842	Indirect
Common Stock	21934	Indirect
Common Stock	91324	Indirect
Common Stock	5612040	Indirect
Common Stock	212654	Indirect
Common Stock	1859802	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 $11.82 to $12.11. The price reported above reflects the weighted average sales 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.

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: Options granted under Boyd Gaming Corporation's 2012 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.

F5: By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.

F6: By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97.

F7: By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.

F8: By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.

F9: By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97.

F10: By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.

F11: By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.

F12: By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee

F13: By BG-00 Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.

F14: 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.

F15: By the Marianne Johnson Gaming Properties Trust, of which the reporting person is the Trustee, Settlor and Beneficiary, excluding shares held by BG-00 Limited Partnership, BG-09 Limited Partnership which are included in notes (13) and (14) hereof.