BOYD GAMING CORP — Director's Dealing 2015

Feb 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2015-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-19	Common Stock	M	39281	$7.55	Acquired	19075464	Indirect
2015-02-19	Common Stock	S	39281	$14.5084	Disposed	19036183	Indirect
2015-02-20	Common Stock	M	60000	$7.55	Acquired	19096183	Indirect
2015-02-20	Common Stock	S	60000	$14.3845	Disposed	19036183	Indirect
2015-02-23	Common Stock	M	47094	$7.55	Acquired	19083277	Indirect
2015-02-23	Common Stock	S	47094	$14.0079	Disposed	19036183	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-19	Employee Stock Option (Right to Buy)	$7.55	M	39281	Disposed	2019-11-03	Common Stock (39281)	Direct
2015-02-20	Employee Stock Option (Right to Buy)	$7.55	M	60000	Disposed	2019-11-03	Common Stock (60000)	Direct
2015-02-23	Employee Stock Option (Right to Buy)	$7.55	M	47094	Disposed	2019-11-03	Common Stock (47094)	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 February 19, 2015.

F2: Shares sold in connection with the exercise of stock options on February 20, 2015.

F3: Shares sold in connection with the exercise of stock options on February 23, 2015.

F4: This transaction was executed in multiple trades at prices ranging from $14.46 to $14.65. 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: This transaction was executed in multiple trades at prices ranging from $14.16 to $14.455. 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.

F6: This transaction was executed in multiple trades at prices ranging from $13.90 to $14.29. 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.

F7: By William S. Boyd Gaming Properties Trust ("WSBGPT") of which reporting person is the trustee, settlor and beneficiary.

F8: 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.

F9: 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.