X0306 4 2017-02-16 0000906553 BOYD GAMING CORP BYD 0001186742 JOHNSON MARIANNE BOYD 3883 HOWARD HUGHES PARKWAY NINTH FLOOR LAS VEGAS NV 89169 1 1 0 0 Executive Vice President Common Stock 192943 D Common Stock 39150 I By Trust * Common Stock 39150 I By Trust * Common Stock 37860 I By Trust * Common Stock 39150 I By Trust * Common Stock 39150 I By Trust * Common Stock 37660 I By Trust * Common Stock 23752 I By Trust * Common Stock 91324 I By Trust * Common Stock 2017-02-16 4 S 0 3348 21.0414 D 5198692 I By Limited Partnership* Common Stock 2017-02-17 4 S 0 16652 20.131 D 5182040 I By Limited Partnership* Common Stock 212654 I By Limited Partnership * Common Stock 1919802 I By Trust This transaction was executed in multiple trades at prices ranging from $21.00 to $21.10. 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. This transaction was executed in multiple trades at prices ranging from $20.00 to $20.35. 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. By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97. By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97. By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97. By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97. By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97. By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97. By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99. By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee. By 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. 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. By the Marianne E. Boyd Johnson Gaming PropertiesTrust, of which the reporting person is the Trustee, Settlor and Beneficiary, excluding shares held by BG-00 Limited Partnership, BG-09 Limited Partnership which are included in notes (11) and (12) hereof. * 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. Brian A. Larson, Attorney-in-Fact for Marianne Boyd Johnson 2017-02-21