SEC FORM 4/A

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BOYD WILLIAM S

(Last)

(First)

(Middle)

3883 HOWARD HUGHES PARKWAY

NINTH FLOOR

(Street)

LAS VEGAS

89169

(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)
	Executive Chairman & Director

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/04/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2011		J	V	28,000	D	$0⁽¹⁾	112,652	I	By Corporation **⁽²⁾
Common Stock	12/31/2011		G	V	112,652	D	$0⁽³⁾	0	I	By Corporation **⁽²⁾
Common Stock								18,696,232	I	By Trust⁽⁴⁾
Common Stock								542,205	I	By Limited Partnership **⁽⁵⁾
Common Stock								153,117	I	By Spouse **
Common Stock								91,937	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Exempt transfer of 28,000 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the William S. Boyd Family Corporation ("Family Corporation") which is the reporting person's wholly owned corporation to W.S.B., Inc., ("WSB") which was at the time another wholly owned corporation of the reporting person, by way of a merger of William S. Boyd Family Corporation into the W.S.B., Inc. effective December 31, 2011. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

2. By W.S.B., which was at the time, the reporting person's wholly owned corporation.

3. Reflects exempt gift of the shares of W.S.B. to the reporting person's three children, as follows: one-third of such shares to the Samuel Joseph Boyd Gaming Properties Trust of which Samuel Joseph Boyd is the Trustee, Settlor and Beneficiary; one-third of such shares to the William Richard Boyd Gaming Properties Trust of which William Richard Boyd is the Trustee, Settlor and Beneficiary; and one-third of such shares to the Marianne E. Boyd Gaming Properties Trust, of which Marianne E. Boyd is the Trustee, Settlor and Beneficiary. As a result of that gift, the Reporting Persons three children now own W.S.B., and voting and investment power over the shares of Common Stock held by W.S.B. are made by a majority vote of the three children who are the directors of W.S.B. W.S.B. holds 112,652 shares of Common Stock.

4. By William S. Boyd Gaming Properties Trust, of which reporting person is the trustee, settlor and beneficiary.

5. By BG-09 Limited Partnership, of which each of WSBGPT and MBGPT are the general partners 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, including to the extent of the Reporting Person's pecuniary interest in a trust or other entity which owns such securities. On 2/27/13, the Reporting Person filed an amendment to the Form 4 originally filed on 1/4/2012 to correct references in the original Form 4 filing to a distribution by gift by W.S.B. of 112,652 shares of Common Stock. As the amendment correctly noted, no such gift of shares of Common Stock took place. However, the amendment incorrectly showed the reporting person as still owning 112,652 shares of Common Stock through W.S.B. On 12/31/2011, the Reporting Person gifted all the shares of W.S.B. to his three children as noted in Footnote (3) above.

	Brian A. Larson, Attorney-in-Fact for William S. Boyd	03/20/2013
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.