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 *   Bessko Zsolt K 2. Date of Event Requiring Statement (Month/Day/Year) 08/21/2013 3. Issuer Name and Ticker or Trading Symbol National Bank Holdings Corp [NBHC] (Last) (First) (Middle) 7800 E. ORCHARD RD. SUITE 300 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Administrative Officer 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 9,450 (1) D Â

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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)	  (2)	08/08/2023	Common Stock	18,900	$ 20.54	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bessko Zsolt K 7800 E. ORCHARD RD. SUITE 300 GREENWOOD VILLAGE, CO 80111	Â	Â	  Chief Administrative Officer	Â

Signatures

/s/ Zsolt K. Bessko		08/27/2013
**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 9,450 shares of unvested restricted stock granted under the National Bank Holdings Corporation 2009 Equity Incentive Plan. Vesting of said shares is contingent upon continued employment with NBHC, and is scheduled as follows: (i) 2,362 will vest on July 1, 2015; (ii) 2,362 will vest on July 1, 2016; (iii) 2,362 will vest on July 1, 2017; and (iv) 2,364 will vest on July 1, 2018.
(2)	Granted under the National Bank Holdings Corporation 2009 Equity Incentive Plan. Stock option award is subject to continued employment and is time vesting with 9,450 stock options scheduled to vest on July 1, 2016, and 9,450 stock options scheduled to vest on July 1, 2017.

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