BOYD GAMING CORP — Director's Dealing 2016

Jun 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2016-06-06

Reporting Person: SMITH KEITH (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-06	Common Stock	M	50000	$5.22	Acquired	953403	Direct
2016-06-06	Common Stock	S	50000	$19.2518	Disposed	903403	Direct
2016-06-07	Common Stock	M	88068	$5.22	Acquired	991471	Direct
2016-06-07	Common Stock	S	88068	$19.5726	Disposed	903403	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-06	Employee Stock Option (Right to Buy)	$5.22	M	50000	Disposed	2022-11-08	Common Stock (50000)	Direct
2016-06-07	Employee Stock Option (Right to Buy)	$5.22	M	88068	Disposed	2022-11-08	Common Stock (88068)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	325	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $19.25 to $19.2750. 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: This transaction was executed in multiple trades at prices ranging from $19.4050 to $19.62. 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: 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.