SEC Form 4 · accession 0001186747-17-000041

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

Jul 31, 2017

Accepted (ET)

Aug 1, 2017 · 7:17 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^F1,F5	Jul 31, 2017	M	48,325	$9.86	A	19,348,861	I	By Trust*
Common Stock^F2,F5	Jul 31, 2017	S	48,325	$25.0896	D	19,300,536	I	By Trust*
Common Stock^F5	Aug 1, 2017	M	28,206	$9.86	A	19,328,742	I	By Trust*
Common Stock^F3,F5	Aug 1, 2017	S	28,206	$25.3373	D	19,300,536	I	By Trust*
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)^F4	$9.86	Jul 31, 2017	M	48,325	D	—	Nov 7, 2023	Common Stock	48,325	28,206	D
Employee Stock Option (Right to Buy)^F4	$9.86	Aug 1, 2017	M	28,206	D	—	Nov 7, 2023	Common Stock	28,206	0	D

Explanation of responses

F1Moved 218,388 shares of directly held common stock into the William S. Boyd Gaming Properties Trust ("WSBGPT"), The reporting person is the trustee, settlor and beneficiary of the WSBGPT.
F2This transaction was executed in multiple trades at prices ranging from $25.00 to $25.2600. 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.
F3This transaction was executed in multiple trades at prices ranging from $25.110 to $25.5950. 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.
F4Options granted under Boyd Gaming Corporation 2012 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.
F5By William S. Boyd Gaming Properties Trust ("WSBGPT") of which reporting person is the trustee, settlor and beneficiary.

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.