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 *
  Kramer Valerie D.
2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2024		 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)
Chief Digital 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 10,398 (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) 03/01/2028 Common Stock 678 $ 32.65 D  
Employee Stock Option (Right to Buy)   (3) 11/07/2028 Common Stock 597 $ 34.9 D  
Employee Stock Option (Right to Buy)   (4) 04/01/2029 Common Stock 953 $ 34.08 D  
Employee Stock Option (Right to Buy)   (5) 11/06/2029 Common Stock 1,205 $ 35.51 D  
Employee Stock Option (Right to Buy)   (6) 04/01/2030 Common Stock 725 $ 23.1 D  
Employee Stock Option (Right to Buy)   (7) 04/01/2031 Common Stock 552 $ 40.16 D  
Employee Stock Option (Right to Buy)   (8) 04/01/2032 Common Stock 2,439 $ 40.83 D  
Employee Stock Option (Right to Buy)   (9) 04/01/2033 Common Stock 3,329 $ 33.46 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kramer Valerie D.
7800 EAST ORCHARD ROAD
SUITE 300
GREENWOOD VILLAGE, CO 80111		       Chief Digital Officer  

Signatures

Angela N. Petrucci as Attorney-in-Fact 05/10/2024
**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 323 shares of unvested restricted stock granted under the NBHC 2014 Omnibus Incentive Plan, which are scheduled to vest on April 28, 2025. Total also includes 2,954 shares of unvested restricted stock granted under the NBHC 2023 Omnibus Incentive Plan, which are scheduled to vest as follows: (i) 1,134 will vest on April 28, 2025; (ii) 1,134 will vest on April 28, 2026; and (iii) 686 will vest on April 28, 2027. Vesting of shares under all restricted stock awards is contingent upon continued employment.
(2) Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on April 28, 2019, the second installment having vested on April 28, 2020, and the third installment having vested on April 28, 2021.
(3) Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on October 1, 2019, the second installment having vested on October 1, 2020, and the third installment having vested on October 1, 2021.
(4) Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on April 28, 2020, the second installment having vested on April 28, 2021, and the third installment having vested on April 28, 2022.
(5) Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on October 1, 2020, the second installment having vested on October 1, 2021, and the third installment having vested on October 1, 2022.
(6) Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting and represents the third installment of the applicable stock option award, which vested on April 28, 2023.
(7) Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting and represents the first and second installments of the applicable stock option award, which vested on April 28, 2022 and April 28, 2023, respectively.
(8) Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on April 28, 2023, the second installment having vested on April 28, 2024, and the third installment vesting on April 28, 2025.
(9) Granted under the NBHC 2023 Omnibus Incentive Plan. Stock option award is time vesting, with the first installment having vested on April 28, 2024, the second installment vesting on April 28, 2025, and the third installment vesting on April 28, 2026.

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