BOYD GAMING CORP — Director's Dealing 2015

Nov 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2015-11-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-02	Common Stock	M	20585	$8.34	Acquired	45203	Direct
2015-11-02	Common Stock	S	20585	$20.3635	Disposed	24618	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-02	Employee Stock Option (Right to Buy)	$8.34	M	20585	Disposed	2020-11-01	Common Stock (20585)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2019660	Indirect
Common Stock	38742	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $20.35 to $20.40. 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: 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.

F3: By William R. Boyd Gaming PropertiesTrust, of which reporting person is Trustee, Settlor and Beneficiary.

F4: By the Sean William Johnson Education Trust (1997) of which William R. Boyd is Trustee.