BOYD GAMING CORP — Director's Dealing 2016

Feb 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2016-02-25

Reporting Person: BOUGHNER ROBERT L (Director, Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-25	Common Stock	A	25286	—	Acquired	182611	Direct
2016-02-25	Common Stock	F	6915	$16.36	Disposed	175696	Direct
2016-02-26	Common Stock	S	31136	$17.3449	Disposed	144560	Direct
2016-02-25	Common Stock	S	50000	$16.25	Disposed	65800	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10000	Indirect

Footnotes

F1: Represents shares underlying Performance Share Units that vested on February 25, 2016.

F2: This transaction was executed in multiple trades at prices ranging from $17.25 to $17.495. 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: This transaction was executed in multiple trades at prices ranging from $16.15 to $16.325. 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: By the Robert L. Boughner Investment Trust, Robert L. Boughner, Trustee

F5: By the Robert L. Boughner 2012 Long Term Trust, Robert L. Boughner, Co-Trustee.