Edgar Filing: BOYD WILLIAM S

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(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)
01/25/2010

(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	01/25/2010		J		92,676	A	⁽¹⁾	16,819,373	I	By Trust ⁽²⁾
Common Stock	01/25/2010		J		78,623	A	⁽³⁾	16,897,996	I	By Trust ⁽²⁾
Common Stock	01/25/2010		J		42,910	A	⁽⁴⁾	16,940,906	I	By Trust ⁽²⁾
Common Stock	01/25/2010		J		53,904	A	⁽⁵⁾	16,994,810	I	By Trust ⁽²⁾
Common Stock	01/25/2010		J		107,312	A	⁽⁶⁾	17,102,122	I	By Trust ⁽²⁾
Common Stock	01/25/2010		J		75,596	A	⁽⁷⁾	17,177,718	I	By Trust ⁽²⁾
Common Stock	01/25/2010		J		141,173	A	⁽⁸⁾	17,318,891	I	By Trust ⁽²⁾
Common Stock	01/25/2010		J		135,727	A	⁽⁹⁾	17,454,618	I	By Trust ⁽²⁾
Common Stock	01/25/2010		J		2,896	A	⁽¹⁰⁾	61,397	I	By Corporation ⁽¹¹⁾
Common Stock	01/25/2010		J		322	A	⁽¹²⁾	61,719	I	By Corporation ⁽¹¹⁾
Common Stock	01/25/2010		J		2,362	A	⁽¹³⁾	64,081	I	By Corporation ⁽¹¹⁾
Common Stock								28,000	I	By Corporation ⁽¹⁴⁾
Common Stock								1,035,000	I	By Limited Partnership ** ⁽¹⁵⁾
Common Stock								153,117	I	By Spouse **
Common Stock								49,080	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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		01/27/2010
^**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)	Distribution to reporting person of 92,676 shares of Common Stock from the BG-99 Grantor Retained Annuity Trust 2 ("BG-99 GRAT 2") of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 92,676 shares of Common Stock to the William S. Boyd Gaming Properties Trust ("WSBGPT"), of which the reporting person is the trustee, settlor and beneficiary.*
(2)	By WSBGPT.
(3)	Distribution to reporting person of 78,623 shares of Common Stock from the BG-99 Grantor Retained Annuity Trust 3 ("BG-99 GRAT 3"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 78,623 shares of Common Stock to the WSBGPT.*
(4)	Distribution to reporting person of 42,910 shares of Common Stock from the BG-00 Grantor Retained Annuity Trust 3 ("BG-00 GRAT 3"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 42,910 shares of Common Stock to the WSBGPT.*
(5)	Distribution to reporting person of 53,904 shares of Common Stock from the BG-01 Grantor Retained Annuity Trust 2 ("BG-01 GRAT 2"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 53,904 shares of Common Stock to the WSBGPT.*
(6)	Distribution to reporting person of 107,312 shares of Common Stock from the BG-01 Grantor Retained Annuity Trust 3 ("BG-01 GRAT 3"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 107,312 shares of Common Stock to the WSBGPT.*
(7)	Distribution to reporting person of 75,596 shares of Common Stock from the BG-02 Grantor Retained Annuity Trust 1 ("BG-02 GRAT 1"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 75,596 shares of Common Stock to the WSBGPT.*
(8)	Distribution to reporting person of 141,173 shares of Common Stock from the BG-02 Grantor Retained Annuity Trust 2 ("BG-02 GRAT 2"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 141,173 shares of Common Stock to the WSBGPT.*
(9)	Distribution to reporting person of 135,727 shares of Common Stock from the BG-02 Grantor Retained Annuity Trust 3 ("BG-02 GRAT 3"), of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 135,727 shares of Common Stock to the WSBGPT.*
(10)	Distribution of 2,896 shares of Common Stock from the BG-99 LP of which MBGPT is the general partner, to W.S.B., Inc., a wholly owned corporation of reporting person.
(11)	By W.S.B., Inc., the reporting person's wholly owned corporation.
(12)	Distribution of 322 shares of Common Stock from the BG-00 LP of which MBGPT is the general partner, to W.S.B., Inc.
(13)	Distribution of 2,362 shares of Common Stock from the BG-02 LP of which MBGPT is the general partner, to W.S.B., Inc.
(14)	By William S. Boyd Family Corporation, the reporting person's wholly owned corporation.
(15)	By BG-09 Limited Partnership, of which each of the William S. Boyd Gaming Properties Trust ("WSBGPT") and the Marianne Boyd Gaming Properties Trust ("MBGPT") are the general partners thereof.
Remarks: * Each transfer by the Grantor Retained Annuity Trust is made pursuant to the provisions of the applicable trust agreement and the applicable provisions of the Internal Revenue Code of 1986, as amended. ** 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.