Conformational equilibria of G-protein-coupled receptors (GPCRs) are intimately involved in intracellular signaling. Here conformational substates of the GPCR rhodopsin are investigated in micelles of dodecyl maltoside (DDM) and in phospholipid nanodiscs by monitoring the spatial positions of transmembrane helices 6 and 7 at the cytoplasmic surface using site-directed spin labeling and double electron-electron resonance spectroscopy. The photoactivated receptor in DDM is dominated by one conformation with weak pH dependence. In nanodiscs, however, an ensemble of pH-dependent conformational substates is observed, even at pH 6.0 where the MIIbH + form defined by proton uptake and optical spectroscopic methods is reported to be the sole species present in native disk membranes. In nanodiscs, the ensemble of substates in the photoactivated receptor spontaneously decays to that characteristic of the inactive state with a lifetime of ∼16 min at 20°C. Importantly, transducin binding to the activated receptor selects a subset of the ensemble in which multiple substates are apparently retained. The results indicate that in a native-like lipid environment rhodopsin activation is not analogous to a simple binary switch between two defined conformations, but the activated receptor is in equilibrium between multiple conformers that in principle could recognize different binding partners.G -protein-coupled receptors (GPCRs) are central components of protein-protein interaction networks and can serve as hubs that link the extracellular environment of cells to intracellular signaling events (1). As such, they interact with several intracellular proteins (i.e., arrestins, G proteins, kinases). To obtain such diversity in molecular interaction, GPCRs are thought to be in equilibrium between multiple conformations at the cytoplasmic surface (2-4), enabling conformation-dependent interactions with different partners.The rod photoreceptor rhodopsin has served as a model for members in the class A family of GPCRs. In native membranes (5-7) and reconstituted liposomes (8, 9), photoactivated rhodopsin within milliseconds reaches a pH-dependent quasi-equilibrium between states designated MI and MII, which are distinguished by their optical absorbance maxima and signature absorbances in the infrared (10-12). The optically identified MII state has been found to consist of isochromic substates, namely MIIa, MIIb, and MIIbH + (13-15) (Fig. 1A). MIIbH + , populated at pH 6.0, is thought to be the functionally active substate that recognizes the cognate G-protein transducin (8,15,16).Early data relating global protein structural changes to activation in a GPCR were provided by continuous wave (CW) sitedirected spin labeling (SDSL)-Electron Paramagnetic Resonance (EPR) studies in rhodopsin, where it was shown that a generally outward motion of TM6 and a smaller inward motion of TM7 at the cytoplasmic surface were hallmarks of activation in dodecyl maltoside (DDM) micelles (17, 18). High-resolution distance mapping with SDSL and double electron...