Statement of Changes in Beneficial Ownership (4)
May 26 2021 - 7:51PM
Edgar (US Regulatory)
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
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
SMITH KEITH |
2. Issuer Name and Ticker or Trading Symbol
BOYD GAMING CORP
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BYD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
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(Last)
(First)
(Middle)
3883 HOWARD HUGHES PARKWAY, NINTH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/24/2021 |
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(Street)
LAS VEGAS, NV 89169
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/24/2021 | | M | | 25000 | A | $9.86 | 1326958 | D | |
| Common Stock | 5/24/2021 | | S | | 25000 | D | $60.5992 (2) | 1301958 | D | |
| Common Stock | 5/24/2021 | | M | | 45068 | A | $9.86 | 1347026 | D | |
| Common Stock | 5/24/2021 | | S | | 45068 | D | $61.0134 (3) | 1301958 | D | |
| Common Stock | 5/24/2021 | | M | | 4932 | A | $11.57 | 1306890 | D | |
| Common Stock | 5/24/2021 | | S | | 4932 | D | $61.0134 (3) | 1301958 | D | |
| Common Stock | 5/26/2021 | | M | | 25068 | A | $11.57 | 1327026 | D | |
| Common Stock | 5/26/2021 | | S | | 25068 | D | $63.3246 (4) | 1301958 | D | |
| Common Stock | | | | | | | | 325 | I | By Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $9.86 | 5/24/2021 | | M | | | 25000 | (1) | 11/7/2023 | Common Stock | 25000 | $0 | 45068 | D | |
| Employee Stock Option (Right to Buy) | $9.86 | 5/24/2021 | | M | | | 45068 | (1) | 11/7/2023 | Common Stock | 45068 | $0.0 | 0 | D | |
| Employee Stock Option (Right to Buy) | $11.57 | 5/24/2021 | | M | | | 4932 | (1) | 12/10/2024 | Common Stock | 4932 | $0 | 95486 | D | |
| Employee Stock Option (Right to Buy) | $11.57 | 5/26/2021 | | M | | | 25068 | (1) | 12/10/2024 | Common Stock | 25068 | $0 | 70418 | D | |
| Explanation of Responses: |
| (1) | Options granted under Boyd Gaming Corporation's 2012 Stock Incentive 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. |
| (2) | This transaction was executed in multiple trades at prices ranging from $60.44 to $60.73. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| (3) | This transaction was executed in multiple trades at prices ranging from $60.75 to $61.14. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| (4) | This transaction was executed in multiple trades at prices ranging from $63.06 to $63.50. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
Remarks:
Exhibit 24 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SMITH KEITH
3883 HOWARD HUGHES PARKWAY
NINTH FLOOR
LAS VEGAS, NV 89169 | X |
| President & CEO |
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Signatures
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| Scott Lesmes, as Attorney-in-Fact | | 5/26/2021 |
| **Signature of Reporting Person | Date |
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