Sec Form 4 Filing - JOHNSON MARIANNE BOYD @ BOYD GAMING CORP - 2013-04-30

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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 3883 HOWARD HUGHES PARKWAY, NINTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2013 (Street) LAS VEGAS, NV89169 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 04/30/2013 M 59,573 A $ 6.6 172,026 D Common Stock 04/30/2013 M 89,360 A $ 7.55 261,386 D Common Stock 04/30/2013 M 17,007 A $ 6.7 278,393 D Common Stock 04/30/2013 S 165,940 D $ 11.9439 ( 1 ) 112,453 D Common Stock 1,847,431 I By Trust ( 2 ) Common Stock 91,324 I By Trust * ( 3 ) Common Stock 130,247 I By Trust * ( 4 ) Common Stock 36,452 I By Trust * ( 5 ) Common Stock 36,452 I By Trust * ( 6 ) Common Stock 35,162 I By Trust * ( 7 ) Common Stock 36,452 I By Trust * ( 8 ) Common Stock 36,452 I By Trust * ( 9 ) Common Stock 36,452 I By Trust * ( 10 ) Common Stock 34,962 I By Trust * ( 10 ) Common Stock 21,054 I By Trust * ( 11 ) Common Stock 6,013,115 I By Trust * ( 12 ) Common Stock 212,654 I By Trust * ( 13 ) Common Stock 79,686 I By Trust * ( 14 )

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 Employee Stock Option (Right to Buy) $ 6.6 04/30/2013 M 59,573 ( 15 ) 11/04/2018 Common Stock 59,573 $ 0 $ 0 D Employee Stock Option (Right to Buy) $ 7.55 04/30/2013 M 89,360 ( 15 ) 11/03/2019 Common Stock 89,360 $ 0 $ 0 D Employee Stock Option (Right to Buy) $ 6.7 04/30/2013 M 17,007 ( 15 ) 12/07/2021 Common Stock 17,007 $ 0 34,013 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JOHNSON MARIANNE BOYD 3883 HOWARD HUGHES PARKWAY NINTH FLOOR LAS VEGAS, NV89169 X X Executive Vice President Signatures Brian A. Larson, Attorney-in-Fact for Marianne Boyd Johnson 05/01/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $11.85 to $12.03. 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. ( 2 )By the Marianne Boyd Gaming Properties Trust (MBGPT), excluding shares held by BG-00 Limited Partnership and BG-09 Limited Partnership. ( 3 )By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee. ( 4 )William R. Boyd and Myong Boyd Children's Trust dated August 1, 1993, of which the Reporting Person is the trustee. ( 5 )By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97. ( 6 )By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97. ( 7 )By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97. ( 8 )By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97. ( 9 )By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97. ( 10 )By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97. ( 11 )By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99. ( 12 )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. ( 13 )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. ( 14 )By BG-09 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee. ( 15 )Options granted under Boyd Gaming Corporation's 2002 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.

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.

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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