Boyd Gaming (BYD) Form 4 BOYD GAMING / MARIANNE BOYD JOHNSON ownership change

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)

6465 S. RAINBOW BLVD.

(Street)

LAS VEGAS NV 89118

(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)
Co-Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								33,494	D
Common Stock	02/07/2023		S		100,000	D	$64.69(1)	4,650,000	I	By Limited Liability Company*(6)
Common Stock	02/07/2023		S		24,000	D	$65.74(2)	4,626,000	I	By Limited Liability Company*(6)
Common Stock	02/08/2023		S		65,500	D	$64.98(3)	4,560,500	I	By Limited Liability Company(6)
Common Stock	02/08/2023		S		50,000	D	$65.61(4)	4,510,500	I	By Limited Liability Company(6)
Common Stock	02/08/2023		S		2,000	D	$66.24	4,508,500	I	By Limited Liability Company(6)
Common Stock	02/08/2023		S		2,000	D	$66.5	4,506,500	I	By Limited Liability Company(6)
Common Stock	02/08/2023		S		2,500	D	$66.29	4,504,000	I	By Limited Liability Company(6)
Common Stock	02/09/2023		S		120,000	D	$65.3(5)	4,384,000	I	By Limited Liability Company(6)
Common Stock								1,686,226	I	By Trust*(7)
Common Stock								39,509	I	By Trust*(8)
Common Stock								39,309	I	By Trust*(9)
Common Stock								25,401	I	By Trust*(10)
Common Stock								90,964	I	By Trust*(11)
Common Stock								3,297,040	I	By Limited Partnership*(12)
Common Stock								1,100,000	I	By Limited Liability Company*(13)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $64.34 to $65.04. 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. This transaction was executed in multiple trades at prices ranging from $65.00 to $66.48. 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.

3. This transaction was executed in multiple trades at prices ranging from $64.65 to $65.30. 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.

4. This transaction was executed in multiple trades at prices ranging from $64.77 to $66.45. 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.

5. This transaction was executed in multiple trades at prices ranging from $64.81 to $65.79. 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.

6. By WSB-BYD, LLC, of which the reporting person is the Manager

7. By MBGPT, of which the reporting person is the Trustee, Settlor and Beneficiary, excluding shares held by BG-00 Limited Partnership, which are included in note (12) hereof.

8. By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.

9. By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.

10. By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.

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

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-SUB, LLC of which Marianne Boyd Johnson is the managing member thereof.

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.

	/s/ Uri Clinton, attorney-in-fact for Marianne Boyd Johnson	02/09/2023
	** 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).
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