BOYD GAMING CORP — Director's Dealing 2017

Nov 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2017-11-02

Reporting Person: JOHNSON MARIANNE BOYD (Director, Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-02	Common Stock	A	10030	—	Acquired	219581	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39150	Indirect
Common Stock	39150	Indirect
Common Stock	37860	Indirect
Common Stock	39150	Indirect
Common Stock	39150	Indirect
Common Stock	37660	Indirect
Common Stock	23752	Indirect
Common Stock	91324	Indirect
Common Stock	5182040	Indirect
Common Stock	1989978	Indirect

Footnotes

F1: The Reporting Person was awarded 10,030 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 Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.

F3: By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97.

F4: By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.

F5: By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.

F6: Marianne Boyd Johnson was removed as the Trustee of The Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97 as of September 1, 2017.

F7: By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97.

F8: By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.

F9: By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.

F10: By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

F11: By BG-00 Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.

F12: By the Marianne E. Boyd Johnson Gaming PropertiesTrust, of which the reporting person is the Trustee, Settlor and Beneficiary, excluding shares held by W.M. Limited Partnership, BG-99 Limited Partnership, BG-00 Limited Partnership, BG-01 Limited Partnership and BG-02 Limited Partnership, which are included in note (11) hereof.