SEC Form 4 · accession 0001186747-15-000014

BOYD GAMING CORP · BYD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

William S Boyd

Officer — Executive Chairman · Director · 10% Owner

Period of report

Feb 19, 2015

Accepted (ET)

Feb 23, 2015 · 8:02 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000906553

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F7	Feb 19, 2015	M	39,281	$7.55	A	19,075,464	I	By Trust
Common Stock^F1,F4,F7	Feb 19, 2015	S	39,281	$14.5084	D	19,036,183	I	By Trust
Common Stock^F7	Feb 20, 2015	M	60,000	$7.55	A	19,096,183	I	By Trust
Common Stock^F2,F5,F7	Feb 20, 2015	S	60,000	$14.3845	D	19,036,183	I	By Trust
Common Stock^F7	Feb 23, 2015	M	47,094	$7.55	A	19,083,277	I	By Trust
Common Stock^F3,F6,F7	Feb 23, 2015	S	47,094	$14.0079	D	19,036,183	I	By Trust
Common Stock	holding	—	—		—	166,409	D
Common Stock^F8	holding	—	—		—	212,654	I	By Limited Partnership *
Common Stock	holding	—	—		—	153,117	I	By Spouse *

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F9	$7.55	Feb 19, 2015	M	39,281	D	—	Nov 3, 2019	Common Stock	39,281	107,094	D
Employee Stock Option (Right to Buy)^F9	$7.55	Feb 20, 2015	M	60,000	D	—	Nov 3, 2019	Common Stock	60,000	47,094	D
Employee Stock Option (Right to Buy)^F9	$7.55	Feb 23, 2015	M	47,094	D	—	Nov 3, 2019	Common Stock	47,094	0	D

Explanation of responses

F1Shares sold in connection with the exercise of stock options on February 19, 2015.
F2Shares sold in connection with the exercise of stock options on February 20, 2015.
F3Shares sold in connection with the exercise of stock options on February 23, 2015.
F4This transaction was executed in multiple trades at prices ranging from $14.46 to $14.65. 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.
F5This transaction was executed in multiple trades at prices ranging from $14.16 to $14.455. 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.
F6This transaction was executed in multiple trades at prices ranging from $13.90 to $14.29. 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.
F7By William S. Boyd Gaming Properties Trust ("WSBGPT") of which reporting person is the trustee, settlor and beneficiary.
F8By 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.
F9Options granted under Boyd Gaming Corporation 2002 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.

Remarks

* The reporting person expressly disclaims beneficial ownership of any securities of the Issuer except for those securities that are owned directly by the Reporting Person or to the extent of the Reporting Person's pecuniary interest in a trust or other entity which owns such securities.