BOYD GAMING CORP — Director's Dealing 2016

Sep 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2016-09-02

Reporting Person: BOYD WILLIAM R (Director, Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-02	Common Stock	M	7794	$6.70	Acquired	18027	Direct
2016-09-02	Common Stock	S	7794	$19.7787	Disposed	10233	Direct
2016-09-02	Common Stock	M	7794	$5.22	Acquired	18027	Direct
2016-09-02	Common Stock	S	7794	$19.7787	Disposed	10233	Direct
2016-09-02	Common Stock	M	15590	$9.86	Acquired	25823	Direct
2016-09-02	Common Stock	S	4912	$19.7787	Disposed	20911	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-02	Employee Stock Option (Right to Buy)	$6.70	M	7794	Disposed	2021-12-07	Common Stock (7794)	Direct
2016-09-02	Employee Stock Option (Right to Buy)	$5.22	M	7794	Disposed	2022-11-08	Common Stock (7794)	Direct
2016-09-02	Employee Stock Option (Right to Buy)	$9.86	M	15590	Disposed	2023-11-07	Common Stock (15590)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000304	Indirect
Common Stock	39263	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $19.75 to $19.84. 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: 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.

F3: Options granted under Boyd Gaming Corporation'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.

F4: By William R. Boyd Gaming PropertiesTrust, of which reporting person is Trustee, Settlor and Beneficiary.

F5: By the Sean William Johnson Education Trust (1997) of which William R. Boyd is Trustee.