SEC Form 4 · accession 0001186747-16-000089

BOYD GAMING CORP · BYD

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

Reporting owner

Marianne Boyd Johnson

Officer — Executive Vice President · Director

Period of report

Mar 11, 2016

Accepted (ET)

Mar 15, 2016 · 4:26 pm EDT

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	Mar 11, 2016	M	34,013	$5.22	A	221,242	D
Common Stock^F1	Mar 11, 2016	S	34,013	$18.5627	D	187,229	D
Common Stock^F3	holding	—	—		—	5,212,040	I	By Limited Partnership
Common Stock^F4	holding	—	—		—	38,664	I	By Trust *
Common Stock^F5	holding	—	—		—	38,664	I	By Trust *
Common Stock^F6	holding	—	—		—	37,374	I	By Trust *
Common Stock^F7	holding	—	—		—	38,664	I	By Trust *
Common Stock^F8	holding	—	—		—	38,664	I	By Trust *
Common Stock^F9	holding	—	—		—	37,174	I	By Trust *
Common Stock^F10	holding	—	—		—	23,266	I	By Trust *
Common Stock^F11	holding	—	—		—	91,324	I	By Trust *
Common Stock^F12	holding	—	—		—	212,654	I	By Limited Partnership *
Common Stock^F13	holding	—	—		—	1,859,802	I	By Trust

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)^F2	$5.22	Mar 11, 2016	M	34,013	D	—	Nov 8, 2022	Common Stock	34,013	0	D

Explanation of responses

F1This transaction was executed in multiple trades at prices ranging from $18.4450 to $18.72. 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.
F10By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.
F11By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee
F12By 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.
F13By 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 and BG-09 Limited Partnership which are included in notes (3) and (12) hereof.
F2Options 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.
F3By 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.
F4By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.
F5By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97.
F6By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.
F7By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.
F8By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97.
F9By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.

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, partnership or other entity which owns such securities.