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 *
  Randall Christopher S.
 2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2017		 3. Issuer Name and Ticker or Trading Symbol
National Bank Holdings Corp [NBHC]
(Last)
(First)
(Middle)
7800 EAST ORCHARD ROAD, SUITE 300		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Comm. & Specialty Banking
 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 8,699 (1)
D
 

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)   (2) 08/08/2023 Common Stock 7,500 $ 20.54 D  
Employee Stock Option (Right to Buy)   (3) 04/29/2024 Common Stock 1,400 $ 18.92 D  
Employee Stock Option (Right to Buy)   (4) 04/28/2025 Common Stock 3,626 $ 19.08 D  
Employee Stock Option (Right to Buy)   (5) 09/01/2025 Common Stock 4,543 $ 19.85 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Randall Christopher S.
7800 EAST ORCHARD ROAD, SUITE 300
GREENWOOD VILLAGE, CO 80111		       EVP, Comm. & Specialty Banking  

Signatures

/s/ Christopher S. Randall 01/09/2017
**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 5,914 shares of unvested restricted stock granted under either the NBHC 2009 Equity Incentive Plan or 2014 Omnibus Incentive Plan. Vesting of said shares is contingent upon continued employment, and is scheduled as follows: (i) 1,208 will vest on April 28, 2017; (ii) 467 will vest on April 29, 2017; (iii) 1,514 will vest on October 1, 2017; (iv) 1,210 will vest on April 28, 2018; and (v) 1,515 will vest on October 1, 2018.
(2) Granted under the NBHC 2009 Equity Incentive Plan. Stock option award is subject to continued employment, is time vesting, and vests in two equal annual installments, the first of which occurred on May 1, 2016.
(3) Granted under the NBHC 2009 Equity Incentive Plan. Stock option award is subject to continued employment, is time vesting, and vests in three equal annual installments, the first of which occurred on April 29, 2015.
(4) Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is subject to continued employment, is time vesting, and vests in three equal annual installments, the first of which occurred on April 28, 2016.
(5) Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is subject to continued employment, is time vesting, and vests in three equal annual installments, the first of which occurred on October 1, 2016.

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