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CUSIP No. 103304
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Page
3
of 6
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Item 1.
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Security and Issuer
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This Amendment No. 5 (the Amendment) amends and supplements that certain Statement on Schedule 13D filed with the
Securities and Exchange Commission (the Commission) on February 25, 2009, as subsequently amended on October 22, 2009, February 4, 2010, November 22, 2010 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.
William S. Boyd is filing this Amendment to report changes in Mr. Boyds
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.
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Purpose of Transaction
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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. Mr. Boyd expressly disclaims beneficial ownership in any
securities of the Company except for those securities that are owned directly by him or to the extent of his pecuniary interest, including to the extent of his pecuniary interest in any trust, partnership or other entity which owns such securities.
Mr. Boyd will review from time to time various factors relevant to his 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 he beneficially holds, or acquire additional securities of the Company, in privately negotiated transactions, market sales or purchases, or otherwise.
Mr. Boyd 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 his service as a director of the Company.
Other than (i) as set forth herein, (ii) in Mr. Boyds 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, Mr. Boyd 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.
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Interest in Securities of the Issuer
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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,
Mr. Boyd beneficially owns or may be deemed to beneficially own an aggregate of 19,480,580 shares of the Companys Common Stock, consisting of:
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15,950 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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