SEC Form 4 · accession 0001186747-16-000109

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

Nov 7, 2016

Accepted (ET)

Nov 9, 2016 · 6:43 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	Nov 7, 2016	F	7,814	$17.59	D	179,415	D
Common Stock^F1	Nov 8, 2016	A	13,528	$0.00	A	192,943	D
Common Stock^F12	Nov 7, 2016	W	60,000	$0.00	A	1,919,802	I	By Trust
Common Stock^F2	holding	—	—		—	38,664	I	By Trust *
Common Stock^F3	holding	—	—		—	38,664	I	By Trust *
Common Stock^F4	holding	—	—		—	37,374	I	By Trust *
Common Stock^F5	holding	—	—		—	38,664	I	By Trust *
Common Stock^F6	holding	—	—		—	38,664	I	By Trust *
Common Stock^F7	holding	—	—		—	37,174	I	By Trust *
Common Stock^F8	holding	—	—		—	23,266	I	By Trust *
Common Stock^F9	holding	—	—		—	91,324	I	By Trust *
Common Stock^F10	holding	—	—		—	5,202,040	I	By Limited Partnership
Common Stock^F11	holding	—	—		—	212,654	I	By Limited Partnership *

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)^F13	$17.75	Nov 8, 2016	A	15,550	A	—	Nov 8, 2026	Common Stock	15,550	15,550	D

Explanation of responses

F1The Reporting Person was awarded 13,528 Restricted Stock Units for no consideration pursuant to the Issuer's 2012 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 2012 Stock Incentive Plan.
F10By 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.
F11By 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.
F12By the Marianne E. Boyd Johnson Gaming PropertiesTrust, of which the reporting person is the Trustee, Settlor and Beneficiary, excluding shares held by W.M. Limited Partnership, BG-99 Limited Partnership, BG-00 Limited Partnership, BG-01 Limited Partnership and BG-02 Limited Partnership, which are included in notes (10) through (11) hereof.
F13Options granted under the Issuer'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.
F2By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.
F3By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97.
F4By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.
F5By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.
F6By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97.
F7By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.
F8By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.
F9By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

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.