UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 5
PACE HEALTH MANAGEMENT SYSTEMS, INC.
(Name of Issuer)
Convertible Preferred Stock, Series A
(Title Class of Securities)
693723108
(CUSIP Number)
Mr. John Pappajohn
Equity Dynamics, Inc.
2116 Financial Center
Des Moines, Iowa 50309
515-244-5746
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 8, 1997
(Date of Event which Requires Filing of this Statement)
Check the following box if a fee is being paid with this
statement: / /
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Pappajohn ###-##-####
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/ /
(6) CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
(7) SOLE VOTING POWER
933,471
(8) SHARED VOTING POWER
0
(9) SOLE DISPOSITIVE POWER
933,471
(10) SHARED DISPOSITIVE POWER
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
933,471
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.24%
(14) TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
This amends and supplements the Statement on Schedule 13D filed
with the Commission by John Pappajohn (the "Purchaser") with
respect to his ownership of Common Stock (the "Common Stock"), no
par value per share, Convertible Preferred Stock, Series A, no par
value per share ("Series A Preferred Stock") and Warrants to
purchase shares of Common Stock (the "Warrants") of PACE Health
Management Systems, Inc., an Iowa Corporation (the "Company").
Unless otherwise defined herein, all capitalized items used herein
shall have the meaning ascribed to them in the Statement.
Item 5. Interest in Securities of the Issuer
(a) As of the date of this Statement, the Purchaser
beneficially owned an aggregate of 508,519 shares of Common Stock,
214,286 shares of Series A Preferred Stock and Warrants to
purchase another 210,666 shares of Common Stock. Such shares of
Common Stock and the Warrants represent 16.24% of the outstanding
Common Stock of the Company based upon 5,746,736 shares of Common
Stock actually outstanding as of December 8, 1997, assuming
conversion of all of the Purchaser's Series A Preferred Stock and
Warrants into Common Stock.
b) The Purchaser has sole power to vote or direct the vote
and sole power to dispose or direct the disposition of all shares
of Common Stock and Series A Preferred Stock that he owns.
(c) On December 8, 1997 the Purchaser received Warrants to
purchase 71,429 shares of the Company's Common Stock at $1.375.
The Warrants were issued in connection with the Purchaser's
personal guaranty of $500,000 of the Company's debt.
(d - e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Not applicable.
Item 8. Certification and Signature:
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this Statement is true, complete and correct.
Dated: December 8, 1997
/s/ John Pappajohn
- - - -------------------
John Pappajohn
