Sec Form 4 Filing - JOHNSON MARIANNE BOYD @ BOYD GAMING CORP - 2022-02-18

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person JOHNSON MARIANNE BOYD 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Executive Chair (Last) (First) (Middle) 6465 S. RAINBOW BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2022 (Street) LAS VEGAS, NV89118 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 02/18/2022 F 1,311 D $ 68.41 93,011 D Common Stock 39,327 I By Trust *( 2 ) Common Stock 39,127 I By Trust *( 3 ) Common Stock 25,219 I By Trust *( 4 ) Common Stock 90,964 I By Trust *( 5 ) Common Stock 3,297,040 I By Limited Partnership( 6 ) Common Stock 1,100,000 I By Limited Liability Company *( 7 ) Common Stock 02/18/2022 A 6,192( 1 ) A $ 0( 1 ) 1,994,276 I By Trust( 8 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JOHNSON MARIANNE BOYD 6465 S. RAINBOW BLVD. LAS VEGAS, NV89118 X Co-Executive Chair Signatures Uri Clinton, Attorney-in-Fact for Marianne Boyd Johnson 02/23/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person was awarded 6,192 Restricted Stock Units for no consideration pursuant to the Issuer's 2020 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 on December 16, 2024. The Restricted Stock Units are subject to the forfeiture and other terms and conditions contained in the award agreement and the 2020 Stock Incentive Plan. ( 2 )By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97. ( 3 )By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97. ( 4 )By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99. ( 5 )By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee. ( 6 )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. ( 7 )By BG-Sub, LLC of which Marianne Boyd Johnson is the managing member thereof. ( 8 )By 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, which are included in note (6) hereof.

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.

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).

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