BOYD GAMING CORP — Director's Dealing 2018

Mar 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2018-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-14	Common Stock	M	21757	$11.57	Acquired	252930	Direct
2018-03-14	Common Stock	S	21757	$33.8742	Disposed	231173	Direct
2018-03-14	Common Stock	M	17006	$6.70	Acquired	248179	Direct
2018-03-14	Common Stock	S	17006	$33.8742	Disposed	231173	Direct
2018-03-14	Common Stock	M	51020	$9.86	Acquired	282193	Direct
2018-03-14	Common Stock	S	51020	$33.8742	Disposed	231173	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-14	Employee Stock Option (Right to Buy)	$11.57	M	21757	Disposed	2024-12-10	Common Stock (21757)	Direct
2018-03-14	Employee Stock Option (Right to Buy)	$6.70	M	17006	Disposed	2021-12-07	Common Stock (17006)	Direct
2018-03-14	Employee Stock Option (Right to Buy)	$9.86	M	51020	Disposed	2023-11-07	Common Stock (51020)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39439	Indirect
Common Stock	39439	Indirect
Common Stock	38149	Indirect
Common Stock	39439	Indirect
Common Stock	37949	Indirect
Common Stock	24041	Indirect
Common Stock	91324	Indirect
Common Stock	5182040	Indirect
Common Stock	1995778	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $33.75 to $34.08. 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: Options granted under Boyd Gaming Corporation's 2002 Stock Incentive 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.

F3: Options granted under Boyd Gaming Corporation's 2012 Stock Incentive 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: By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.

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

F6: By Marianne Boyd Johnson as Trustee of the William Samuel Boyd 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 the Marianne E. Boyd Johnson Gaming Properties Trust, of which the reporting person is the Trustee, Settlor and Beneficiary, excluding shares held by BG-00 Limited Partnership, which are included in note (11) hereof.