JOHNSON MARIANNE BOYD Form 4 Filed 2025-03-10

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

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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1. Name and Address of Reporting Person ^*

JOHNSON MARIANNE BOYD

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

(Last)

(First)

(Middle)

6465 S. RAINBOW BOULEVARD

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2025

(Street)

LAS VEGAS, NV 89118

(City)

(State)

(Zip)

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

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								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⁾

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 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

(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.

	Signatures
	/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).
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