BOYD GAMING CORP — Director's Dealing 2016

Nov 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2016-11-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-07	Common Stock	F	11721	$17.59	Disposed	172665	Direct
2016-11-08	Common Stock	A	20812	—	Acquired	193477	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-08	Employee Stock Option (Right to Buy)	$17.75	A	23924	Acquired	2026-11-08	Common Stock (23924)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19083910	Indirect
Common Stock	212654	Indirect
Common Stock	153117	Indirect

Footnotes

F1: The Reporting Person was awarded 20,812 Restricted Stock Units for no consideration pursuant to the Issuer's 2012 Stock Incentive Plan. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer common stock upon vesting. The Restricted Stock Units will vest in full upon the third anniversary of the date of award. The Restricted Stock Units are subject to the forfeiture and other terms and conditions contained in the award agreement and the 2012 Stock Incentive Plan.

F2: By William S. Boyd Gaming Properties Trust, of which reporting person is the trustee, settlor and beneficiary.

F3: 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.

F4: Options granted under the Issuer's 2012 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.