BOYD GAMING CORP — Director's Dealing 2021

Feb 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2021-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-18	Common Stock	A	6736	—	Acquired	89009	Direct
2021-02-18	Common Stock	A	10000	—	Acquired	99009	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40461	Indirect
Common Stock	39171	Indirect
Common Stock	38971	Indirect
Common Stock	25063	Indirect
Common Stock	90964	Indirect
Common Stock	4047040	Indirect
Common Stock	1100000	Indirect
Common Stock	1735778	Indirect

Footnotes

F1: The Reporting Person was awarded 6,736 Restricted Stock Units for no consideration pursuant to the Issuer's 2020 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 2020 Stock Incentive Plan.

F2: The Reporting Person was awarded 10,000 Restricted Stock Units for no consideration pursuant to the Issuer's 2020 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 at the rate of 33.333% per year on the first day of each successive 12 month period commencing one year from grant date. The Restricted Stock Units are subject to the forfeiture and other terms and conditions contained in the award agreement and the 2020 Stock Incentive Plan.

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 Josef William Boyd Education Trust Dated 7/1/97.

F6: By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.

F7: By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

F8: 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.

F9: By BG-SUB, LLCof which Marianne Boyd Johnson is the managing member thereof.

F10: 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, which are included in note (8) hereof.