UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 3
HEALTHDESK CORPORATION
(Name of Issuer)
Common Stock
(Title Class of Securities)
42220T-10-2
(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)
Feburary 19, 1998
(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 REAPORTING
PERSON WITH:
(7) SOLE VOTING POWER
1,420,000
(8) SHARED VOTING POWER
0
(9) SOLE DISPOSITIVE POWER
1,420,000
(10) SHARED DISPOSITIVE POWER
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,420,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
24.47%
(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 of HealthDesk Corporation a California
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) Mr. Pappajohn owns 1,410,000 shares of Stock
representing 24.30% of HealthDesk Corporation's issued and
outstanding shares and 10,000 Options representing 0.17% of the
outstanding Common Stock of the Company based upon 5,792,845
shares of Common Stock actually outstanding as of February 25,
1998, assuming conversion of all of the Purchaser's Options into
Common Stock.
(b) Mr. Pappajohn has sole power to vote or direct the
vote and sole power to dispose or direct the disposition of the
1,410,000 shares of Stock and 10,000 Options.
(c) Between the dates of February 19, 1998 and Feburary
24, 1998, Mr. Pappajohn purchased 200,000 shares of Common Stock
of HealthDesk Corporation in a private offering by the Company for
$400,000.
Between the dates of October 29, 1997 and February 23,
1998, Mr. Pappajohn purchased 50,000 shares of HealthDesk
Corporation Common Stock in the open market for total
consideration of $174,575, (including brokerage charges and
commissions) resulting in an average purchase price of $3.49 per
share.
(d - e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of Issuer
No contracts, arrangements, understandings or relationships
(legal or otherwise) have been entered into by Mr. Pappajohn and
any other person with respect to any of the Stock of HealthDesk
Corporation except those that have been described herein and/or
are attached hereto as exhibits.
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: February 27, 1998
/s/ John Pappajohn
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John Pappajohn
