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CUSIP No. 103304
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Page
3
of 6
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Item 1. Security and Issuer
This Amendment No. 10 (the Amendment) amends and supplements that certain Statement on Schedule 13D filed with the
Securities and Exchange Commission (the Commission) on February 7, 2006, as subsequently amended on August 8, 2006, April 24, 2007, December 22, 2008, October 23, 2009, February 4, 2010, November 22,
2010, May 27, 2011, August 15, 2013 and February 28, 2014 (collectively, the Schedule 13D) relating to shares of the common stock, $0.01 par value per share (the Common Stock), of Boyd Gaming Corporation, a
Nevada corporation (the Company), whose principal executive offices are located at 3883 Howard Hughes Parkway, Ninth Floor, Las Vegas, NV 89169.
Marianne Boyd Johnson is filing this Amendment to report changes in Ms. Johnsons beneficial ownership since the date of the prior
amendment of the Schedule 13D. The information set forth under Item 4 hereof is incorporated herein by reference.
Capitalized terms used
herein and not otherwise defined in this Amendment shall have the meanings set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.
Item 4. Purpose of Transaction
Item
4 of the Schedule 13D is hereby amended to add the following information:
The information set forth in Item 1 is hereby incorporated by
reference. Ms. Johnson expressly disclaims beneficial ownership in any securities of the Company except for those securities that are owned directly by her or to the extent of her pecuniary interest, including to the extent of her pecuniary
interest in any trust, partnership or other entity which owns such securities.
Ms. Johnson will review from time to time various
factors relevant to her beneficial ownership of the Companys securities, including trading prices for the Companys Common Stock and conditions in capital markets generally, developments in the Companys business and financial
condition, results of operations and prospects, and other factors and, based thereon may, from time to time, dispose of some or all of the Companys Common Stock that she beneficially holds, or acquire additional securities of the Company, in
privately negotiated transactions, market sales or purchases, or otherwise. Ms. Johnson has in the past acquired, and may in the future acquire, stock options or other rights to purchase securities of the Company in the ordinary course of
business in connection with her service as a director of the Company.
Other than (i) as set forth herein, (ii) in
Ms. Johnsons capacity as a director of the Company, or (iii) transactions in Company securities that are effected for estate planning purposes as gifts or that occur pursuant to the terms of the documents that govern such estate
planning arrangements, Ms. Johnson has no present plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to add the following information:
(a) The information set forth on the cover page of this Amendment is incorporated herein by reference.
As of the
date hereof, Ms. Johnson beneficially owns or may be deemed to beneficially own an aggregate of 7,730,742 shares of the Companys Common Stock, consisting of:
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27,875 shares subject to stock options granted under the 2012 Stock Incentive Plan that are exercisable within 60
days of April 22, 2019;
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