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 * LILLY BRIAN F   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) Chief Financial Officer (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   29,370 (1) A $ 0 129,370 (2) D

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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

16,300

(3)

05/02/2023

Common Stock

16,300

$ 0

16,300

D

Employee Stock Option (Right to Buy)

$ 20

05/02/2013

A

7,390

(3)

05/02/2023

Common Stock

7,390

$ 0

7,390

D

Employee Stock Option (Right to Buy)

$ 20

(4)

02/27/2022

Common Stock

200,000

200,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LILLY BRIAN F 7800 ORCHARD RD., SUITE 300 GREENWOOD VILLAGE, CO 80111			Chief Financial Officer

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. 10,860 shares are time vesting and vest in four equal annual installments beginning on May 2, 2015. 18,150 shares vest as follows: (i) 6,170 vest on the later of May 2, 2014 and the per share price equaling or exceeding $28.00 for 30 days, (ii) 6,170 vest on the later of May 2, 2015 and the per share price equaling or exceeding $32.00 for 30 days, and (iii) 6,170 vest on the later of May 2, 2016 and the the per share price equaling or exceeding $34.00 for 30 days.
(2)	Total includes 129,370 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) 29,370 vest as indicated in Footnote 1; (ii) 33,333 vest on February 27, 2014, (iii) 22,222 vest upon the per share stock price equaling or exceeding $28.00 per share for 30 days; (iv) 22,222 vest on the later of February 27, 2014 and the per share stock price equaling or exceeding $32.00 per share for 30 days; and (v) 22,223 vest on the later of February 27, 2015 and the per share stock price equaling or exceeding $34.00 per share for 30 days.
(3)	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.
(4)	Granted under the National Bank Holdings Corporation 2009 Equity Incentive Plan on February 27, 2012. 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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