Amendment to Beneficial Ownership Report - Form SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 5 Pages)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D
CUSIP No. 918284100	Page 2 of 5 Pages

1	NAMES OF REPORTING PERSONS
Calvin S. Koonce
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	☐
	(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
1,011,450*
8	SHARED VOTING POWER
0
9	SOLE DISPOSITIVE POWER
1,011,450*
10	SHARED DISPOSITIVE POWER
0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,011,450*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

* See Item 2 of Amendment No. 12 to Schedule 13D/A, and Item 3 of this Amendment No. 13 to Schedule 13D/A.

SCHEDULE 13D
CUSIP No. 918284100	Page 3 of 5 Pages

This Statement on Schedule 13D/A Amendment No. 13 (this "Amendment No. 13") is filed on behalf of the Reporting Person with the Securities and Exchange Commission (the "Commission"). This Amendment No. 13 amends the Statement of Beneficial Ownership on Schedule 13D Amendment No. 12 (the "Prior Statement") relating to shares of the Common Stock, par value $.05 per share (the "Common Stock"), of VSE Corporation (the "Issuer"), as specifically set forth herein (as so amended, the "Amended Statement"). Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Prior Statement.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 1,011,450 shares (which amount includes the 254,836 shares of Common Stock held by Koonce LLC) of the Common Stock beneficially owned by the Reporting Person is $1,075,626* (including brokerage fees and expenses). All of the shares of Common Stock beneficially owned by the Reporting Person were paid for using his personal funds.

* On the Schedule 13D/A Amendment No. 12, the purchase price of the shares of the Common Stock beneficially owned by the Reporting Person was inadvertently incorrectly reported. The correct amount was $1,389,260.

Item 5 is hereby amended and restated to read as follows:

(a)-(b) As of November 21, 2024, the Reporting Person beneficially owned 1,011,450 shares of Common Stock, constituting approximately 4.96% of the shares of Common Stock outstanding of the Issuer. The Reporting Person has the sole power to vote and direct the vote and the sole power to dispose and direct the disposition of such shares. The 1,011,450 shares of Common Stock includes 254,836 shares of Common Stock held by Koonce LLC. The Reporting Person disclaims beneficial ownership of the shares held by Koonce LLC, except to the extent of his pecuniary interest therein, if any. The aggregate percentage of shares of Common Stock reported beneficially owned by the Reporting Person is based upon 20,411,712 shares of Common Stock of the Issuer outstanding as of November 1, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the Commission on November 6, 2024.

SCHEDULE 13D
CUSIP No. 918284100	Page 4 of 5 Pages

Transactions in Shares

Party	Date of Purchase	Number of Shares of Common Stock	Buy/Sell	Weighted Average Price*	Price High		Price Low
Calvin S. Koonce	11/7/2024	7,900	Sell	$114.52	$113.78	--	$114.77
Calvin S. Koonce	11/7/2024	8,000	Sell	$115.27	$114.80	--	$115.69
Calvin S. Koonce	11/7/2024	2,400	Sell	$116.15	$116.00	--	$116.52
Calvin S. Koonce	11/8/2024	1,200	Sell	$115.24	$115.00	--	$115.53
Calvin S. Koonce	11/8/2024	5,584	Sell	$116.89	$116.30	--	$117.23
Calvin S. Koonce	11/8/2024	2,800	Sell	$117.97	$117.39	--	$118.28
Calvin S. Koonce	11/11/2024	4,800	Sell	$118.73	$118.30	--	$119.00
Calvin S. Koonce	11/11/2024	8,400	Sell	$120.10	$119.49	--	$120.43
Calvin S. Koonce	11/11/2024	2,800	Sell	$120.62	$120.49	--	$120.82
Calvin S. Koonce	11/12/2024	1,600	Sell	$119.18	$118.83	--	$119.50
Calvin S. Koonce	11/12/2024	13,000	Sell	$120.31	$119.90	--	$120.87
Calvin S. Koonce	11/12/2024	4,300	Sell	$121.00	$120.90	--	$121.09
Calvin S. Koonce	11/13/2024	8,400	Sell	$121.15	$120.67	--	$121.62
Calvin S. Koonce	11/13/2024	7,900	Sell	$122.04	$121.67	--	$122.43
Calvin S. Koonce	11/13/2024	4,500	Sell	$122.98	$122.70	--	$123.50
Calvin S. Koonce	11/14/2024	10,500	Sell	$116.86	$116.20	--	$117.16
Calvin S. Koonce	11/14/2024	7,500	Sell	$117.38	$117.20	--	$117.60
Calvin S. Koonce	11/14/2024	4,536	Sell	$118.74	$118.37	--	$119.35
Calvin S. Koonce	11/14/2024	1,300	Sell	$119.48	$119.39	--	$119.67
Calvin S. Koonce	11/14/2024	400	Sell	$120.51	$120.51	--	$120.51
Calvin S. Koonce	11/15/2024	7,500	Sell	$114.89	$114.28	--	$115.20
Calvin S. Koonce	11/15/2024	2,500	Sell	$115.53	$115.30	--	$115.82
Calvin S. Koonce	11/15/2024	1,000	Sell	$116.69	$116.67	--	$116.70
Calvin S. Koonce	11/18/2024	7,000	Sell	$114.13	$113.80	--	$114.40
Calvin S. Koonce	11/18/2024	3,000	Sell	$115.81	$115.51	--	$116.20
Calvin S. Koonce	11/19/2024	2,400	Sell	$114.09	$113.60	--	$114.43
Calvin S. Koonce	11/19/2024	16,000	Sell	$115.04	$114.60	--	$115.51
Calvin S. Koonce	11/19/2024	1,000	Sell	$115.70	$115.60	--	$115.80
Calvin S. Koonce	11/20/2024	9,200	Sell	$114.15	$113.60	--	$114.56
Calvin S. Koonce	11/20/2024	3,500	Sell	$114.80	$114.60	--	$115.17
Calvin S. Koonce	11/21/2024	9,500	Sell	$114.62	$114.26	--	$115.20
Calvin S. Koonce	11/21/2024	4,000	Sell	$115.58	$115.40	--	$115.75

* The Reporting Person undertakes to provide upon request by the Commission staff full information regarding the number of shares purchased at each separate price.

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SCHEDULE 13D
CUSIP No. 918284100	Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.