BOYD GAMING CORP — Director's Dealing 2015

Feb 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2015-02-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-25	Common Stock	M	40000	$8.34	Acquired	19076183	Indirect
2015-02-25	Common Stock	S	40000	$14.0565	Disposed	19036183	Indirect
2015-02-26	Common Stock	M	50000	$8.34	Acquired	19086183	Indirect
2015-02-26	Common Stock	S	50000	$14.188	Disposed	19036183	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-25	Employee Stock Option (Right to Buy)	$8.34	M	40000	Disposed	2020-11-01	Common Stock (40000)	Direct
2015-02-26	Employee Stock Option (Right to Buy)	$8.34	M	50000	Disposed	2020-11-01	Common Stock (50000)	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 25, 2015.

F2: Shares sold in connection with the exercise of stock options on February 26, 2015.

F3: This transaction was executed in multiple trades at prices ranging from $14.00 to $14.13. 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 $14.00 to $14.28. 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: By William S. Boyd Gaming Properties Trust ("WSBGPT") of which reporting person is the trustee, settlor and beneficiary.

F6: 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.

F7: 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.