Sec Form 4 Filing - BOUGHNER ROBERT L @ BOYD GAMING CORP - 2017-02-13

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 BOUGHNER ROBERT L 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3883 HOWARD HUGHES PARKWAY, NINTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2017 (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 02/13/2017 M 3,264 A 147,824 D Common Stock 02/13/2017 M 4,728 A 152,552 D Common Stock 02/13/2017 M 33,000 A 185,552 D Common Stock 02/13/2017 M 19,186 A 204,738 D Common Stock 02/13/2017 M 15,264 A 220,002 D Common Stock 02/13/2017 M 21,456 A 241,458 D Common Stock 02/13/2017 M 24,336 A 265,794 D Common Stock 02/13/2017 M 14,589 A 280,383 D Common Stock 02/13/2017 M 13,489 A 293,872 D Common Stock 02/13/2017 M 9,074 A 302,946 D Common Stock 02/13/2017 F 103,839 D $ 20.86 199,107 D Common Stock 15,800 I By Trust ( 14 ) Common Stock 10,000 I By Trust ( 15 )

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 Career Restricted Stock Units ( 1 ) 02/13/2017 M 3,264 ( 3 )( 4 ) ( 3 ) Common Stock 3,264 $ 0 0 D Career Restricted Stock Units ( 1 ) 02/13/2017 M 4,728 ( 3 )( 5 ) ( 3 ) Common Stock 4,728 $ 0 0 D Career Restricted Stock Units ( 1 ) 02/13/2017 M 33,000 ( 3 )( 6 ) ( 3 ) Common Stock 33,000 $ 0 0 D Career Restricted Stock Units ( 1 ) 02/13/2017 M 19,186 ( 3 )( 7 ) ( 3 ) Common Stock 19,186 $ 0 0 D Career Restricted Stock Units ( 1 ) 02/13/2017 M 15,264 ( 3 )( 8 ) ( 3 ) Common Stock 15,264 $ 0 0 D Career Restricted Stock Units ( 1 ) 02/13/2017 M 21,456 ( 3 )( 9 ) ( 3 ) Common Stock 21,456 $ 0 0 D Career Restricted Stock Units ( 2 ) 02/13/2017 M 24,336 ( 3 )( 10 ) ( 3 ) Common Stock 24,336 $ 0 0 D Career Restricted Stock Units ( 2 ) 02/13/2017 M 14,589 ( 3 )( 11 ) ( 3 ) Common Stock 14,589 $ 0 0 D Career Restricted Stock Units ( 2 ) 02/13/2017 M 13,489 ( 3 )( 12 ) ( 3 ) Common Stock 13,489 $ 0 0 D Career Restricted Stock Units ( 2 ) 02/13/2017 M 9,074 ( 3 )( 13 ) ( 3 ) Common Stock 9,074 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOUGHNER ROBERT L 3883 HOWARD HUGHES PARKWAY NINTH FLOOR LAS VEGAS, NV89169 X Signatures Brian A. Larson, Attorney-in-Fact for Robert L. Boughner 02/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Career Restricted Stock Units were granted to the Reporting Person for no consideration pursuant to the Issuer's Career Shares Program under its 2002 Stock Incentive Plan. Each Career Restricted Stock Unit converted into common stock on a one-for-one basis. ( 2 )The Career Restricted Stock Units were granted to the Reporting Person for no consideration pursuant to the Issuer's Career Shares Program under its 2012 Stock Incentive Plan. Each Career Restricted Stock Unit converted into common stock on a one-for-one basis. ( 3 )The Career Restricted Stock Units will be paid out in shares of Issuer common stock at the time of retirement based upon the Reporting Person's/grantee's attained age and years of continuous service at the time of retirement. To receive any payout under the Career Shares Program, grantees must be at least years 55 years old and must have been continually employed by the Issuer for a minimum of 10 years. Retirement after 10 years of service will entitle a grantee to 50 percent of his or her Career Restricted Stock Units. This increases to 75 percent after 15 years and 100 percent following 20 years of employment. In the event of grantee's death or permanent disability, or following a change in control of Issuer, the grantee will be deemed to have attained age 55 and the Career Restricted Stock Units will immediately vest and convert into shares of Issuer common stock based on the grantee's years of continuous service through the date of death, termination resulting from permanent disability or the change in control, as applicable. ( 4 )On January 2, 2007, the reporting person was granted 3,264 Career Restricted Stock Units. ( 5 )On January 2, 2008, the reporting person was granted 4,728 Career Restricted Stock Units. ( 6 )On January 2, 2009, the reporting person was granted 33,000 Career Restricted Stock Units. ( 7 )On January 4, 2010, the reporting person was granted 19,186 Career Restricted Stock Units. ( 8 )On January 3, 2011, the reporting person was granted 15,264 Career Restricted Stock Units. ( 9 )On January 3, 2012, the reporting person was granted 21,456 Career Restricted Stock Units. ( 10 )On January 2, 2013, the reporting person was granted 24,336 Career Restricted Stock Units. ( 11 )On January 2, 2014, the reporting person was granted 14,589 Career Restricted Stock Units. ( 12 )On January 2, 2015, the reporting person was granted 13,489 Career Restricted Stock Units. ( 13 )On January 4, 2016, the reporting person was granted 9,074 Career Restricted Stock Units. ( 14 )By the Robert L. Boughner Investment Trust, Robert L. Boughner, Trustee ( 15 )By the Robert L. boughner 2012 Long Term Trust, Robert L. Boughner, Co-Trustee

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