Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Gaiter Donald
 2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2012		 3. Issuer Name and Ticker or Trading Symbol
National Bank Holdings Corp [NBHC]
(Last)
(First)
(Middle)
5570 DTC PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GREENWOOD VILLAGE, CO 80111		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 257,500 (1) (2)
D
 
Common Stock 15,000
I
By Gaiter Investment LLC
Common Stock 25,000
I
By Gutierrez Investments, LCC (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (4) 10/20/2019 Common Stock 402,500 $ 20 D  
Employee Stock Option (Right to Buy)   (5) 10/11/2018 Common Stock 100,000 $ 20 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gaiter Donald
5570 DTC PARKWAY
GREENWOOD VILLAGE, CO 80111		       See Remarks  

Signatures

/s/ Mark W. Yonkman, as attorney-in-fact 09/19/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Total includes 192,708 shares of unvested restricted stock granted under the National Bank Holdings Corporation 2009 Equity Incentive Plan, which shares are scheduled to vest as follows: (i) 33,541 will vest solely based on continued service on October 20, 2012; (ii) 44,722 will vest after the per share stock price equals or exceeds $25.00 for 30 days; (iii) 44,722 will vest after the per share stock price equals or exceeds $28.00 for 30 days; (iv) 44,723 will vest after the per share stock price equals or exceeds $32.00 for 30 days;
(2) (v) 8,333 will vest on the later of October 11, 2012 and the per share stock price equaling or exceeding $28.00 per share for 30 days; (vi) 8,333 will vest on the later of October 11, 2013 and the per share stock price equaling or exceeding $32.00 per share for 30 days; and (vii) 8,334 will vest on the later of October 11, 2014 and the per share stock price equaling or exceeding $34.00 per share for 30 days, with unvested shares of restricted stock set forth in (v), (vi) and (vii) only vesting if the shares of issuer's common stock are listed on a public exchange.
(3) Gutierrez Investments, LCC, a Massachusetts Limited Liability Company has Gloria M. Gutierrez, the spouse of Donald Gaiter, one of the Company's executive officers, as the Manager.
(4) Granted under the National Bank Holdings Corporation 2009 Equity Incentive Plan. Stock option award is time-vested with 1/2 having previously vested and the remaining 1/2 is scheduled to vest on October 21, 2012.
(5) Granted under the National Bank Holdings Corporation 2009 Equity Incentive Plan. Subject to the issuer's common stock being listed on a public exchange, the stock option award is time vested and is scheduled to vest in equal installments on each of the first, second and third anniversaries of the date of grant, which grant occurred on October 11, 2011.
 
Remarks:
Chief of Acquisitions and Strategy

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