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)
2950 INDUSTRIAL ROAD

(Street)
LAS VEGAS NV 89109

(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 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2004
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 12/03/2004 M 33,334 A $14.23 59,963 D
Common Stock 12/03/2004 S 5,500 D $37 54,463 D
Common Stock 12/03/2004 S 400 D $37.02 54,063 D
Common Stock 12/03/2004 S 1,000 D $37.05 53,063 D
Common Stock 12/03/2004 S 1,000 D $37.06 52,063 D
Common Stock 12/03/2004 S 1,000 D $37.1 51,063 D
Common Stock 12/03/2004 S 1,000 D $37.11 50,063 D
Common Stock 12/03/2004 S 1,000 D $37.15 49,063 D
Common Stock 12/03/2004 S 4,000 D $37.2 45,063 D
Common Stock 12/03/2004 S 100 D $37.24 44,963 D
Common Stock 12/03/2004 S 10,800 D $37.25 34,163 D
Common Stock 12/03/2004 S 1,000 D $37.26 33,163 D
Common Stock 12/03/2004 S 3,400 D $37.28 29,763 D
Common Stock 12/03/2004 S 2,934 D $37.3 26,829 D
Common Stock 12/03/2004 S 200 D $37.32 26,629 D
Common Stock 1,788,117 I By Trust(1)
Common Stock 26,581 I By Trust *(2)
Common Stock 26,581 I By Trust *(3)
Common Stock 25,291 I By Trust *(4)
Common Stock 26,581 I By Trust *(5)
Common Stock 26,581 I By Trust *(6)
Common Stock 25,091 I By Trust *(7)
Common Stock 11,183 I By Trust *(8)
Common Stock 91,324 I By Trust *(9)
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
Employee Stock Option (Right to Buy) $14.23 12/03/2004 M 33,334 (10) 05/15/2013 Common Stock 33,334 $0 66,666 D
Explanation of Responses:
1. By the Marianne E. Boyd Johnson Gaming PropertiesTrust, of which the reporting person is the Trustee, Settlor and Beneficiary.
2. By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.
3. By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97.
4. By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.
5. By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.
6. By Marianne Boyd Johnson as Trustee of the T'Mir Elizabeth Boyd Education Trust Dated 7/1/97.
7. By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.
8. By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.
9. By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.
10. Options granted under BGC 2002 Flexible Stock Option 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:
* Reporting person disclaims any beneficial ownership in these shares.
Brian A. Larson, Attorney-in-Fact for Marianne Boyd Johnson 12/03/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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