Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bartelli Whitney A.
   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 Marketing Officer
(Last)
(First)
(Middle)
7800 EAST ORCHARD ROAD, SUITE 300		 3. Date of Earliest Transaction (Month/Day/Year)
05/30/2018
(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 05/30/2018   M   950 A $ 18.09 5,344 D  
Common Stock 05/30/2018   M   400 A $ 18.92 5,744 D  
Common Stock 05/30/2018   M   1,279 A $ 19.08 7,023 D  
Common Stock 05/30/2018   S   2,629 D $ 39.105 (1) 4,394 D  
Common Stock 05/30/2018   S   1,808 D $ 38.9012 (2) 2,586 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 05/30/2018   M     950   (3) 05/02/2023 Common Stock 950 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 18.92 05/30/2018   M     400   (4) 04/29/2024 Common Stock 400 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 19.08 05/30/2018   M     1,279   (5) 04/28/2025 Common Stock 1,279 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Bartelli Whitney A.
7800 EAST ORCHARD ROAD, SUITE 300
GREENWOOD VILLAGE, CO 80111		       Chief Marketing Officer  

Signatures

 /s/ Zsolt K. Bessko as Attorney-in-Fact   05/31/2018
**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) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.091 to $39.1131, inclusive. The reporting person undertakes to provide to NBHC, any security holder of NBHC, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.9011 to $38.9012, inclusive. The reporting person undertakes to provide to NBHC, any security holder of NBHC, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(3) Time-vested stock option award. Stock options vested in equal installments on May 2, 2016 and May 2, 2017.
(4) Time-vested stock option award. Stock options vested in equal installments on April 29, 2015, April 29, 2016, and April 29, 2017.
(5) Time-vested stock option award. Stock options vested in equal installments on April 28, 2016, April 28, 2017, and April 28, 2018.

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