Infusions of cholesterol-free reconstituted HDL (rHDL) particles have been shown to rapidly reverse atherosclerosis in a wide variety of animal models and in clinical trials of acute coronary syndrome patients ( 1-5 ). While a significant emphasis has been placed on investigating the HDL protein component, i.e., ApoA-I, ApoA-I mutants, and mimetic peptides, the importance of HDL phospholipid (PL) composition has not been systematically investigated. Lipid represents 50-80% of the total HDL mass and is known to affect particle stability in vivo, cholesterol effl ux from macrophages, the ability to interact with LCAT, and cholesterol elimination ( 6-11 ). Lipid composition also largely defi nes the size, net charge, and rigidity of the rHDL particles; all are important factors in the pharmacokinetic and pharmacodynamic properties of rHDL. The investigation of the effects of lipid composition on the resulting rHDL properties in vitro and in vivo is the focus of this article. By better defi ning the lipid effect of rHDL, we hope to be able to favorably alter the potency and safety of rHDL, and ultimately advance clinical translation of these potentially life-changing nanomedicines.The PL composition of endogenous HDL contains phosphatidylcholines (PCs), SM, and small amounts of lysophosphatidylcholine (LPC), phosphatidylethanolamine, Abstract The goal of this study was to understand how the reconstituted HDL (rHDL) phospholipid (PL) composition affects its cholesterol effl ux and anti-infl ammatory properties. An ApoA-I mimetic peptide, 5A, was combined with either SM or POPC. Both lipid formulations exhibited similar in vitro cholesterol effl ux by ABCA1, but 5A-SM exhibited higher ABCG1-and SR-BI-mediated effl ux relative to 5A-POPC ( P < 0.05). Injection of both rHDLs in rats resulted in mobilization of plasma cholesterol, although the relative potency was 3-fold higher for the same doses of 5A-SM than for 5A-POPC. Formation of pre  HDL was observed following incubation of rHDLs with both human and rat plasma in vitro, with 5A-SM inducing a higher extent of pre  formation relative to 5A-POPC. Both rHDLs exhibited antiinfl ammatory properties, but 5A-SM showed higher inhibition of TNF-␣ , IL-6, and IL-1  release than did 5A-POPC ( P < 0.05). Both 5A-SM and 5A-POPC showed reduction in total plaque area in ApoE ؊ / ؊ mice, but only 5A-SM showed a statistically signifi cant reduction over placebo control and baseline ( P < 0.01). The type of PL used to reconstitute peptide has signifi cant infl uence on rHDL's anti-infl ammatory and anti-atherosclerosis properties.