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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1. Name and Address of Reporting Person *   Hinderhofer Kathryn M 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) Chief of Integrations 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 60,000 (1) (2) D Â

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)	  (3)	04/01/2020	Common Stock	75,000	$ 20	D	Â
Employee Stock Option (Right to Buy)	  (4)	10/11/2018	Common Stock	50,000	$ 20	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hinderhofer Kathryn M 5570 DTC PARKWAY GREENWOOD VILLAGE, CO 80111	Â	Â	  Chief of Integrations	Â

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 53,334 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) 6,667 will vest solely based on continued service on October 21, 2012; (ii) 8,889 will vest after the per share stock price equals or exceeds $25.00 for 30 days; (iii) 8,889 will vest after the per share stock price equals or exceeds $28.00 for 30 days; (iv) 8,889 will vest after the per share stock price equals or exceeds $32.00 for 30 days; (v) 6,666 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; (Continued in Footnote 2)
(2)	(vi) 6,667 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) 6,667 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)	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.
(4)	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.

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