BOYD GAMING CORP — Director's Dealing 2015

Aug 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2015-07-29

Reporting Person: SMITH KEITH (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-29	Common Stock	M	100000	$7.55	Acquired	922162	Direct
2015-07-29	Common Stock	S	50000	$16.9038	Disposed	872162	Direct
2015-07-29	Common Stock	S	50000	$16.893	Disposed	822162	Direct
2015-07-30	Common Stock	M	100000	$7.55	Acquired	922162	Direct
2015-07-30	Common Stock	S	50000	$16.9623	Disposed	872162	Direct
2015-07-30	Common Stock	S	50000	$16.9757	Disposed	822162	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-29	Employee Stock Option (Right to Buy)	$7.55	M	100000	Disposed	2019-11-03	Common Stock (100000)	Direct
2015-07-30	Employee Stock Option (Right to Buy)	$7.55	M	100000	Disposed	2019-11-03	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	325	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $16.86 to $16.955. 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: This transaction was executed in multiple trades at prices ranging from $16.79 to $17.01. 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.

F3: This transaction was executed in multiple trades at prices ranging from $16.87 to $17.08. 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.

F4: This transaction was executed in multiple trades at prices ranging from $16.94 to $17.03 . 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.

F5: 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.