SEC Form 4 · accession 0001186747-15-000016
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 25, 2015
Accepted (ET)
Feb 27, 2015 · 6:30 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 StockF5 | Feb 25, 2015 | M | 40,000 | $8.34 | A | 19,076,183 | I | By Trust |
| Common StockF1,F3,F5 | Feb 25, 2015 | S | 40,000 | $14.0565 | D | 19,036,183 | I | By Trust |
| Common StockF5 | Feb 26, 2015 | M | 50,000 | $8.34 | A | 19,086,183 | I | By Trust |
| Common StockF2,F4,F5 | Feb 26, 2015 | S | 50,000 | $14.188 | D | 19,036,183 | I | By Trust |
| Common Stock | holding | — | — | — | 166,409 | D | ||
| Common StockF6 | 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)F7 | $8.34 | Feb 25, 2015 | M | 40,000 | D | — | Nov 1, 2020 | Common Stock | 40,000 | 106,375 | D |
| Employee Stock Option (Right to Buy)F7 | $8.34 | Feb 26, 2015 | M | 50,000 | D | — | Nov 1, 2020 | Common Stock | 50,000 | 56,375 | D |
Explanation of responses
- F1Shares sold in connection with the exercise of stock options on February 25, 2015.
- F2Shares sold in connection with the exercise of stock options on February 26, 2015.
- F3This transaction was executed in multiple trades at prices ranging from $14.00 to $14.13. 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.
- F4This transaction was executed in multiple trades at prices ranging from $14.00 to $14.28. 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.
- F5By William S. Boyd Gaming Properties Trust ("WSBGPT") of which reporting person is the trustee, settlor and beneficiary.
- F6By 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.
- F7Options 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.