Executive Chairman Johnson Marianne Boyd acquired 300,000 shares and disposed of 909,091 shares (SEC Form 4)
$BYD
Hotels/Resorts
Consumer Discretionary
| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BOYD GAMING CORP [ BYD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/06/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 39,088 | D | ||||||||
| Common Stock | 03/06/2025 | J | 909,091(1) | D | $0 | 2,387,949 | I | By Limited Partnership*(2) | ||
| Common Stock | 03/06/2025 | J | 300,000(3) | A | $0 | 1,604,379 | I | By Trust*(4) | ||
| Common Stock | 4,800,000 | I | By Limited Liability Company*(5) | |||||||
| Common Stock | 25,555 | I | By Trust*(6) | |||||||
| Common Stock | 90,964 | I | By Trust*(7) | |||||||
| Common Stock | 1,100,000 | I | By Limited Liability Company*(8) | |||||||
| Common Stock | 4,004,000 | I | By Limited Liability Company*(9) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Transaction reflects the distribution of an aggregate of 909,091 shares of common stock by BG-00 Limited Partnership to the Marianne Boyd Johnson Gaming Properties Trust and three additional beneficiaries. |
| 2. By BG-00 Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof. |
| 3. Transaction reflects the receipt of 300,000 shares of common stock in distribution from BG-00 Limited Partnership, as described in footnote (1). |
| 4. By Marianne Boyd Johnson as Trustee of the Marianne Boyd Johnson Gaming Properties Trust. |
| 5. By WSB-BYD, LLC, of which the reporting person is the Manager. |
| 6. By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99. |
| 7. By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee. |
| 8. By BG-SUB, LLC of which Marianne Boyd Johnson is the managing member thereof. |
| 9. By BYD-SST LLC, of which Marianne Boyd Johnson is the managing member 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 in a trust or other entity which owns such securities. |
| /s/ Uri Clinton, attorney-in-fact for Marianne Boyd Johnson | 03/10/2025 | |
| ** 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. | ||