BOYD GAMING CORP — Director's Dealing 2015

Mar 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2015-03-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-05	Common Stock	M	9618	$6.70	Acquired	19097696	Indirect
2015-03-05	Common Stock	S	9618	$14.089	Disposed	19088078	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-05	Employee Stock Option (Right to Buy)	$6.70	M	9618	Disposed	2021-12-07	Common Stock (9618)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	166409	Direct
Common Stock	212654	Indirect
Common Stock	153117	Indirect

Footnotes

F1: Shares sold in connection with the exercise of stock options on March 5, 2015.

F2: This transaction was executed in multiple trades at prices ranging from $14.00 to $14.195. 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: By William S. Boyd Gaming Properties Trust ("WSBGPT") of which reporting person is the trustee, settlor and beneficiary.

F4: 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.

F5: Options granted under Boyd Gaming Corporation 2002 Flexible Stock Option 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.