BOYD GAMING CORP — Director's Dealing 2014

Feb 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2014-01-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-06	Common Stock	G	7040	—	Disposed	19018575	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	212654	Indirect
Common Stock	153117	Indirect
Common Stock	175793	Direct

Footnotes

F1: On January 6, 2014, the reporting person gifted 7,040 shares of Common Stock (the "Shares") from William S. Boyd Gaming Properties Trust ("WSBGPT") to the education trusts of the following grandchildren in the amounts specified in brackets: The Aysia Lynn Boyd 1997 Education Trust (880 shares), The Samuel Joseph Boyd, Jr., 1997 Education Trust (880 shares), The Taylor Joseph Boyd 1997 Education Trust (880 shares), The Josef William Boyd 1997 Education Trust (880 shares), The T'Mir Kathleen Boyd 1997 Education Trust (880 shares), The William Samuel Boyd 1997 Education Trust (880 shares), The Sean William Johnson 1997 Education Trust (880 shares), and The Justin Boyd 1999 Education Trust (880 shares).

F2: By William S. Boyd Gaming Properties Trust ("WSBGPT") 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.