SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOHNSON MARIANNE BOYD

(Last)

(First)

(Middle)

3883 HOWARD HUGHES PARKWAY

NINTH FLOOR

(Street)

LAS VEGAS

89169

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BOYD GAMING CORP [ BYD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2011		J		96,266	A	$0⁽¹⁾	1,768,374	I	By Trust⁽²⁾
Common Stock	11/17/2011		J		12,833	A	$0⁽³⁾	1,781,207	I	By Trust⁽²⁾
Common Stock								91,324	I	By Trust *⁽⁴⁾
Common Stock								130,247	I	By Trust *⁽⁵⁾
Common Stock								32,642	I	By Trust *⁽⁶⁾
Common Stock								32,642	I	By Trust *⁽⁷⁾
Common Stock								31,352	I	By Trust *⁽⁸⁾
Common Stock								32,642	I	By Trust *⁽⁹⁾
Common Stock								32,642	I	By Trust *⁽¹⁰⁾
Common Stock								31,152	I	By Trust *⁽¹¹⁾
Common Stock								17,244	I	By Trust *⁽¹²⁾
Common Stock								722,353	I	By Limited Partnership *⁽¹³⁾
Common Stock								1,464,401	I	By Limited Partnership *⁽¹⁴⁾
Common Stock								2,307,438	I	By Limited Partnership *⁽¹⁵⁾
Common Stock								1,256,155	I	By Limited Partnership *⁽¹⁶⁾
Common Stock								262,768	I	By Limited Partnership *⁽¹⁷⁾
Common Stock								542,205	I	By Limited Partnership *⁽¹⁸⁾
Common Stock								57,807	I	By Annuity Trust *⁽¹⁹⁾
Common Stock								0	I	By Annuity Trust *⁽²⁰⁾
Common Stock								105,009	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Distribution of 96,266 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BTG-02 LP") to the Marianne Johnson Gaming Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.

2. By the Marianne Boyd Gaming Properties Trust (MBGPT), excluding shares held by W.M. Limited Partnership, BG-99 Limited Partnership, BG-00 Limited Partnership, BG-01 Limited Partnership, BG-02 Limited Partnership and BG-09 Limited Partnership.

3. Distribution of 12,833 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BTG-09 LP") to the Marianne Johnson Gaming Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.

4. By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

5. William R. Boyd and Myong Boyd Children's Trust dated August 1, 1993, of which the Reporting Person is the trustee.

6. By the Aysia Lynn Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

7. By the Taylor Joseph Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

8. By the William Samuel Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

9. By the Samuel Joseph Boyd, Jr. Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

10. By the T'Mir Kathleen Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

11. By the Josef William Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

12. By the Justin Boyd Education Trust, dated November 1, 1999, of which the Reporting Person is the trustee.

13. By the W.M. Limited Partnership, of which Marianne Boyd Gaming Properties Trust ("MBGPT"), is the general partner thereof.

14. By BG-99 Limited Partnership, of which MBGPT, is the general partner thereof.

15. By BG-00 Limited Partnership, of which MBGPT, is the general partner thereof.

16. By BG-01 Limited Partnership, of which MBGPT, is the general partner thereof.

17. By BG-02 Limited Partnership, of which MBGPT, is the general partner thereof.

18. By 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.

19. By the BG-09 Grantor Retained Annuity Trust 2 ("BG-09 GRAT 2"), of which the reporting person is the trustee.

20. By the BG-02 Grantor Retained Annuity Trust 3 ("BG-02 GRAT 3"), of which the reporting person is the 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, partnership or other entity which owns such securities. This is the second of two Form 4s filed this date.

	Brian A. Larson, Attorney-in-Fact for Marianne Boyd Johnson	11/17/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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