BOYD GAMING CORP — Director's Dealing 2017

Aug 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2017-07-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-31	Common Stock	M	48325	$9.86	Acquired	19348861	Indirect
2017-07-31	Common Stock	S	48325	$25.0896	Disposed	19300536	Indirect
2017-08-01	Common Stock	M	28206	$9.86	Acquired	19328742	Indirect
2017-08-01	Common Stock	S	28206	$25.3373	Disposed	19300536	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-31	Employee Stock Option (Right to Buy)	$9.86	M	48325	Disposed	2023-11-07	Common Stock (48325)	Direct
2017-08-01	Employee Stock Option (Right to Buy)	$9.86	M	28206	Disposed	2023-11-07	Common Stock (28206)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	153117	Indirect

Footnotes

F1: Moved 218,388 shares of directly held common stock into the William S. Boyd Gaming Properties Trust ("WSBGPT"), The reporting person is the trustee, settlor and beneficiary of the WSBGPT.

F2: This transaction was executed in multiple trades at prices ranging from $25.00 to $25.2600. 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 $25.110 to $25.5950. 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: Options granted under Boyd Gaming Corporation 2012 Flexible Stock Option 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.

F5: By William S. Boyd Gaming Properties Trust ("WSBGPT") of which reporting person is the trustee, settlor and beneficiary.