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 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 * Gaiter Donald   2. Issuer Name and Ticker or Trading Symbol National Bank Holdings Corp [NBHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Ch. of Acquisitions & Strategy (Last) (First) (Middle) 7800 ORCHARD RD., SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 05/02/2013 (Street) GREENWOOD VILLAGE, CO 80111 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 05/02/2013   A   10,176 (1) A $ 0 256,767 (2) D   Common Stock               15,000 I By Gaiter Investments, LLC Common Stock               25,000 I Guiterrez Investments, LLC (3)

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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 Underlying Securities (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)

$ 18.09

05/02/2013

A

15,108

(4)

05/02/2023

Common Stock

15,108

$ 0

15,108

D

Employee Stock Option (Right to Buy)

$ 20

10/20/2012

10/20/2019

Common Stock

402,500

402,500

D

Employee Stock Option (Right to Buy)

$ 20

(5)

10/11/2018

Common Stock

100,000

100,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gaiter Donald 7800 ORCHARD RD., SUITE 300 GREENWOOD VILLAGE, CO 80111			Ch. of Acquisitions & Strategy

Signatures

/s/ Mark W. Yonkman, as Attorney-in-Fact		05/06/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares acquired pursuant to a grant of restricted stock under the National Bank Holdings Corporation 2009 Equity Incentive Plan. Shares vest in four equal annual installments beginning on May 2, 2015.
(2)	Total includes 169,343 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) 10,176 vest as indicated in Footnote 1; (ii) 44,722 vest after the per share stock price equals or exceeds $25.00 for 30 days; (iii) 44,722 vest after the per share stock price equals or exceeds $28.00 for 30 days; (iv) 44,723 vest after the per share stock price equals or exceeds $32.00 for 30 days; (v) 8,333 vest upon the per share stock price equaling or exceeding $28.00 per share for 30 days; (vi) 8,333 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 vest on the later of October 11, 2014 and the per share stock price equaling or exceeding $34.00 per share for 30 days.
(3)	Gutierrez Investments, LLC, a Massachusetts Limited Liability Company has Gloria M. Gutierrez, Donald Gaiter's spouse, as the Manager.
(4)	Granted under the National Bank Holdings Corporation 2009 Equity Incentive Plan on May 2, 2013. The stock option award is time vested and is scheduled to vest in equal installments on each of the third and fourth anniversaries of the date of grant.
(5)	Granted under the National Bank Holdings Corporation 2009 Equity Incentive Plan on October 11, 2011. 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.

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