SecProbe.io

April 25, 2012
 Via E-mail

Donald Gaiter Chief of Acquisitions and Strategy National Bank Holdings Corporation 101 Federal Street, 19th Floor Boston, MA 02110
Re: National Bank Holdings Corporation
  Amendment No. 2 to Registra tion Statement on Form S-1
Filed April 2, 2012
  File No. 333-177971

Dear Mr. Gaiter:
 We have reviewed your amendment and respons e letter dated April 2, 2012 and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Act of 2012 (“the Ac t”), please disclose  on your prospectus
cover page that you are an emerging growth  company, and revise your prospectus to
provide the following additional disclosures:
 Describe how and when a company may lose emerging growth company status;
 A brief description of the various exemptions that ar e available to you, such as
exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
 Your election under Secti on 107(b) of the Act:

Donald Gaiter National Bank Holdings Corporation April 25, 2012 Page 2

 o If you have elected to opt out
 of the extended transition period for
complying with new or revised accounting standards pursuant to Section 107(b) of the Act, include a statement that the election is  irrevocable; or
o If you have elected to use the extend ed transition period for complying
with new or revised accounting stan dards under Section 102(b)(2)(B) of
the Act, provide a risk factor explai ning that this election allows you to
delay the adoption of new or revi sed accounting standards that have
different effective dates for public  and private companies until those
standards apply to private companies.  Please state in your risk factor that,
as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates.  Include a similar statemen t in your critical accounting policy
disclosures in MD&A.
Prospectus Summary

Our Competitive Strengths, page 6

2. We note the title NBH (Core) Pre-Tax Pre Provision Net Revenue (1)/ Risk Weighted
Assets for the year ended December 31, 2011, Note 2 to the presentation and the reconciliation of this non-GAAP measure in Note 6 to the Se lected Financial Information
appearing on page 15.  In addition, we not e the presentation of Core pre-tax, pre-
provision net revenue under the title Other Financial Data an d Core pre-tax, pre-provision
net revenue to risk weighted assets under the title Other Information – Financial Ratios
on pages 13 and 14, respectively.  In this regar d, the use of the word “core” implies that
you are referring to your most central or essen tial operations and results. The add-back of
the provision to arrive at “core pre-tax, pr e-provision net revenue” implies that credit
losses are not an inherent part of your core operations. Thus, we believe that it would be
more appropriate to use a more descrip tive title for these non-GAAP measures and
eliminate the use of the word “core” in its  entirety.  Accordin gly, please revise
throughout the document.
Risk Factors

As a public company, we will be required to meet periodic reporting requirements…, page 27
3. We note that you have identified a material  weakness in your internal control over
financial reporting for the year ended Decem ber 31, 2011.  Please separate the disclosure
related to your internal contro ls into its own risk factor.
4. We reissue comment 10 of our letter date d December 9, 2011 which requested that you
eliminate language from your risk factors di sclosure regarding your ability to provide
assurances that a given event might happen.

Donald Gaiter National Bank Holdings Corporation April 25, 2012 Page 3

 5. We note your disclosure that the material  weakness identified did not affect your
independent auditor’s report on your consolidated  financial statements .  Please describe
how you discovered the internal control defici encies and please explain the actions that
were taken between December 31, 2011 and the f iling of the auditor’s report to allow for
your independent auditors to provide assuranc e that the financial statements are free of
material misstatement.
The Market price of our Cl ass A common stock could decline significantly…, page 37

6. Please revise your disclosure to provide the ownership percentage amounts of the holders
that are entitled to the benefits of the registration rights agr eement filed on March 30,
2012.
Compensation Discussion and Analysis
Setting Compensation for our Named Executive Officers, page 142
7. We note your disclosure in the first fu ll paragraph on page 143 that Mr. Gaiter’s
compensation “is based on arrangements that we re negotiated directly  with investors at
the time that [the] Company was founded.”  Pl ease file any agreement that memorializes
these arrangements with Mr. Ga iter, or any other executive o fficer, as an exhibit to your
registration statement.
Senior Executive Bonus Plan, page 146
8. Please file the Senior Executive Bonus Plan as  an exhibit to the registration statement.
Mr. Fitzgerld’s Separation Letter, page 158
9. Please file this separation letter as an exhibit to the re gistration statement
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Act of 1933 and all
applicable Securities Act rules require. Since the company and its management are in possession of
all facts relating to a company’s disclosure, they ar e responsible for the accuracy and adequacy of the
disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date of
the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

Donald Gaiter National Bank Holdings Corporation April 25, 2012 Page 4

  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the compan y from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a
written request for acceleration of the effective date of the registration statement as confirmation of
the fact that those requesting acceleration are aw are of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public
offering of the securities specified in the above registration statement. Please allow adequate time for
us to review any amendment prior to the requested effective date of the registration statement.
You may contact Christina Harl ey at (202) 551-3695 or Paul  Cline at (202) 551-3851 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin Purnell at (202)  551-3454 or me at (202) 551-343 4 with any other questions.

Sincerely,
   /s/ Kathryn McHale
Kathryn McHale Senior Staff Attorney
 cc. Via E-mail

 David E. Shapiro, Esq.  Wachtell, Lipton, Rosen & Katz