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BOYD GAMING CORP Director's Dealing 2017

May 6, 2017

30822_dirs_2017-05-05_766d2384-b99f-4141-95c0-e7b7d807cea5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2017-05-04

Reporting Person: LARSON BRIAN A (Executive V.P. and Secretary)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-04 Common Stock M 14505 $11.57 Acquired 195087 Direct
2017-05-04 Common Stock S 14505 $24.1678 Disposed 180582 Direct
2017-05-04 Common Stock M 12755 $9.86 Acquired 193337 Direct
2017-05-04 Common Stock S 12755 $24.1678 Disposed 180582 Direct
2017-05-04 Common Stock S 59218 $24.1159 Disposed 121364 Direct
2017-05-04 Common Stock S 4000 $24.28 Disposed 0 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-04 Employee Stock Option (Right to Buy) $11.57 M 14505 Disposed 2024-12-10 Common Stock (14505) Direct
2017-05-04 Employee Stock Option (Right to Buy) $9.86 M 12755 Disposed 2023-11-07 Common Stock (12755) Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $24.13 to $24.195. 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 $24.0001 to $24.331. 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 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.

F4: Sunamerica Trust Co., Custodian, IRA FBO Brian A. Larson