SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Stevenson Ruth

(Last)

(First)

(Middle)

7800 EAST ORCHARD ROAD, SUITE 300

(Street)

GREENWOOD VILLAGE

80111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019

3. Issuer Name and Ticker or Trading Symbol
National Bank Holdings Corp [ NBHC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Client Executive

5. If Amendment, Date of 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

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	15,748⁽¹⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	02/21/2028	Common Stock	2,407	$33.99	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/01/2028	Common Stock	1,546	$32.65	D

Explanation of Responses:

1. Total includes 2,930 shares of unvested restricted stock granted under the NBHC 2014 Omnibus Incentive Plan. Vesting of said shares is contingent upon continued employment and is scheduled as follows: (i) 1,377 will vest on April 28, 2019; (ii) 1,378 will vest on April 28, 2020; and (iii) 175 will vest on April 28, 2021.

2. Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is subject to continued employment and is time vesting. The first installment vests on April 28, 2019, and the second installment vests on April 28, 2020.

3. Granted under the NBHC 2014 Omnibus Incentive Plan. Stock option award is subject to continued employment and is time vesting. The first installment vests on April 28, 2019, the second installment vests on April 28, 2020, and the third installment vests on April 28, 2021.

	/s/ Ruth Stevenson	01/02/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.