UPDATE 3-Facebook shares dive as deadline for insider sales nears

* Has lost almost half its value since May 18 IPO at $38

* Slide persists after departures, growth doubts, outlook

uncertainty

(Recasts, adds comments from employees and fund managers)

SAN FRANCISCO, Aug 2 (Reuters) - Facebook shares

crumbled again on Thursday, sending the once-feverishly

sought-after name below $20 for the first time as investors

scrambled to get out of the way of a potential share deluge in

coming weeks.

Thursday marked a five-day losing streak for the stock.

Facebook has shed almost $50 billion in value since its debut --

more than the total valuation of Hewlett-Packard Co or Starbucks

Corp. The stock debuted at $38 and has headed south since,

pummeled by growing doubts about its lofty valuation, growth

prospects, high-profile departures.

Now, investors are struggling to understand the impact of

the expiry on Aug. 16 of a lockup period on insiders' sales.

That's when the first restrictions barring employees and early

investors from selling goes away, opening a spigot to roughly

1.88 billion additional shares for trading by year's end.

Some investors said the stock's downward slide may actually

lessen the deadline's impact as insiders opt to wait. But at the

very least, doubts about Facebook's business permeating Wall

Street will keep the shares constrained for some time.

"Just because the lock-ups expire doesn't mean people are

going to rush to the exits," said Topeka Capital Markets analyst

Anthony Victor. But he saw little upside in the near term.

Predicting whether Facebook insiders will sell their shares,

even as the stock plumbs new lows, is a tricky. Most Facebook

employees have restricted stock units -- considered a major draw

in fast-growing Web powers' drive to attract top-flight talent

-- but are given years to sell them.

Unlike options which become worthless if a company's stock

price falls below an option holder's "strike price," restricted

stock units always provide a profit to the employee they were

granted to - it just diminishes as the price declines.

Many Silicon Valley employees count on big paydays when

their company goes public: it could mean the chance to pay off

hefty college loans, or a down-payment on a first home.

One Facebook employee expects to sell a smaller portion of

his stake in the company than he otherwise would have, given the

drop in the stock price.

"I will definitely take some. But my debate is how much,"

said the employee, who asked to remain anonymous.

DAYS OF THUNDER

Lock-up expirations in Internet stocks have a painful

history for investors. Groupon Inc's stock fell 9

percent on the first day that some company insiders were allowed

to sell shares, while social game maker Zynga Inc saw

its shares tumble 8 percent on the day its initial insider

lock-up expired.

Facebook's first tier of restrictions goes away on Aug. 16,

when about 271 million shares will be available for trading,

with another 243 million shares set to become available between

mid-October and mid-November.

But the big day is Nov. 14, when more than 1.2 billion

shares will suddenly be available for trading.

The Facebook employee noted that a lot could change before

his lock-up expires in November.

"Everyone who is in a position where they have some ability

to sell, is thinking about what their strategy is," he said.

The imminent lock-up expiration also means Wall Street

analysts who participated in the Facebook IPO will once again go

quiet, for a 30-day period, potentially creating more

uncertainty in a stock that has experienced one of the rockiest

market debuts in memory.

Of the 36 Wall Street analysts covering Facebook, 20 belong

to firms that were involved in the IPO.

Complicating the picture are legions of investors who

snapped up shares of Facebook in the private, secondary-markets

prior to the IPO, and are subject to the selling restrictions.

"Virtually anyone who bought their shares in the last

year-and-a-half in the private markets, is major-league

underwater," said Greencrest Capital analyst Max Wolff, who said

the majority of trades in the 9-month run-up to the IPO were at

prices between $25 and $32 a share.

As a result, the stampede to sell might not be as big as

some fear if the stock if is still trading near Wednesday's

closing price of $20.88 when the lock-up expires, Wolff said.

But he noted that it might also create a "wall of resistance"

that prevents Facebook shares from rising above the low

$30-range, as investors pounce on the first opportunity that

arises to get out unscathed.

THE OTHER INSIDERS

Exactly how many such secondary-market Facebook shareholders

are out there is unclear, but there are signs that the number is

not insignificant.

Sharespost, which arranges trading in private company stock,

said $425 million worth of Facebook shares changed hands on its

service roughly two years ahead of the IPO. SecondMarket handled

689 Facebook transactions during nearly four years ahead of the

IPO, with the average transaction involving roughly 455,000

shares, according to data provided by the company.

Since then, Facebook -- the first U.S. company to debut with

a market valuation above $100 billion -- has fallen out of favor

on Wall Street due to worries about slowing revenue growth.

In the second quarter, Facebook reported revenue growth of

32 percent, down sharply from more than 100 percent growth it

delivered at the same time last year.

Pat Adams, the portfolio manager at Dunham Loss Averse

Equity Income, expects that many investors will waste little

time dumping a stock that has not lived up to the hype.

"It's a different story than what everybody thought it was.

People thought it was this growth momentum play and it's not,"

said Adams, who does not currently have a position in Facebook.

"If the stock is down and the fundamentals are good and

getting better, you buy more. But if the fundamentals are bad,

you puke it out."

Not all are down on the company. For some, 955 million users

represent a huge money-making opportunity that Facebook is only

beginning to tap. Another Facebook insider said he had no plans

to sell if the stock remained in the low $20 range.

"If it gets to the IPO price I might think of taking some

off the table," he conceded.

Kevin Landis, Chief Investment Officer of Firsthand Funds,

which purchased Facebook stock in the private market for $31.50

a share, said that he's in no rush to sell when his lock-up

expires in November.

But trying to guess if other early investors will act

similarly is a dangerous game, he says.

"This is like me trying to predict who's going to win the

World Series this year. I can make a good argument, but that

doesn't mean you're going to make money on it."

(Reporting by Alexei Oreskovic; Editing by Maureen Bavdek, Tim

Dobbyn and Matthew Lewis)

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