Statement of Changes in Beneficial Ownership (4)

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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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

1. Name and Address of Reporting Person * SMITH KEITH	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                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President & CEO
(Last)          (First)          (Middle) 3883 HOWARD HUGHES PARKWAY, NINTH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 5/24/2021
(Street) LAS VEGAS, NV 89169 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	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)
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
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

Signatures
Scott Lesmes, as Attorney-in-Fact		5/26/2021
**Signature of Reporting Person		Date