Edgar Filing: BOYD GAMING CORP

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BOYD WILLIAM S

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

(Last)

(First)

(Middle)

3883 HOWARD HUGHES PARKWAY, NINTH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2009

(Street)

LAS VEGAS, NV 89169

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	10/15/2009		J		45,000	A	$ 0 ⁽¹⁾ ⁽²⁾	45,000	I	By Limited Partnership * ⁽³⁾
Common Stock	10/19/2009		J		90,000	A	$ 0 ⁽¹⁾ ⁽²⁾	1,035,000	I	By Limited Partnership * ⁽³⁾
Common Stock								16,738,841	I	By Trust ⁽⁴⁾
Common Stock								58,501	I	By Corporation ⁽⁵⁾
Common Stock								28,000	I	By Corporation ⁽⁶⁾
Common Stock								24,540	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BOYD WILLIAM S 3883 HOWARD HUGHES PARKWAY NINTH FLOOR LAS VEGAS, NV 89169	X	X	Executive Chairman & Director

Signatures

Brian A. Larson, Attorney-in-Fact for William S. Boyd		10/19/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person and his children formed a family limited partnership, BG-09 Limited Partnership ("BG-09"). Entities controlled by the reporting person and his children are the limited partners of BG-09, and each of the William S. Boyd Gaming Properties Trust ("WSBGPT") and the Marianne Boyd Gaming Properties Trust ("MBGPT") are the general partners of BG-09. In connection with the formation of BG-09: (A) On October 19, 2009 MBGPT contributed 45,000 shares of Boyd Gaming Common Stock and received a 4% limited partnership interest and a 1% general partnership interest and The William R. Boyd Gaming Properties Trust contributed 45,000 shares of Boyd Gaming Common Stock and received a 5% limited partnership interest; and (B) On October 15, 2009 The Samuel J. Boyd Gaming Properties Trust contributed 45,000 shares of Boyd Gaming Common Stock and received a 5% limited partnership interest. Continued in Footnote 3.
(2)	In addition, in connection with the formation of BG-09, on October 19, 2009 WSBGPT contributed 900,000 shares of Boyd Gaming Common Stock to BG-09 and received an 84% limited partnership interest and a 1% general partnership interest. The effect of the contribution of the 900,000 shares of Boyd Gaming Common Stock to BG-09 by WSBGPT was a change in one form of indirect beneficial ownership by the reporting person to another form of indirect beneficial ownership by the reporting person. William S. Boyd is the trustee, settlor and beneficiary of WSBGPT. *
(3)	By BG-09 Limited Partnership
(4)	By WSBGPT
(5)	By W.S.B., Inc., the reporting person's wholly owned corporation.
(6)	By William S. Boyd Family Corporation, the reporting person's wholly owned corporation.
Remarks: * The reporting person expressly disclaims beneficial ownership of any securities of the Issuer except to the extent of the reporting person's pecuniary interest in a trust, partnership or other entity which owns such securities.

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