BOYD GAMING CORP — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2017-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-16	Common Stock	S	3348	$21.0414	Disposed	5198692	Indirect
2017-02-17	Common Stock	S	16652	$20.131	Disposed	5182040	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	192943	Direct
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	212654	Indirect
Common Stock	1919802	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $21.00 to $21.10. 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 $20.00 to $20.35. 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: By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.

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

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

F6: By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.

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 BG-09 Limited Partnership, of which each of the William S. Boyd Gaming Properties Trust ("WSBGPT") and the Marianne Boyd Gaming Properties Trust ("MBGPT") are the general partners thereof.

F13: By the Marianne E. Boyd Johnson Gaming PropertiesTrust, of which the reporting person is the Trustee, Settlor and Beneficiary, excluding shares held by BG-00 Limited Partnership, BG-09 Limited Partnership which are included in notes (11) and (12) hereof.