Cell membranes have a vast repertoire of phospholipid species whose structures can be dynamically modified by enzymatic remodeling of acyl chains and polar head groups. Lipid remodeling plays important roles in membrane biology and dysregulation can lead to disease. Although there have been tremendous advances in creating artificial membranes to model the properties of native membranes, a major obstacle has been developing straightforward methods to mimic lipid membrane remodeling. Stable liposomes are typically kinetically trapped and are not prone to exchanging diacylphospholipids. Here, we show that reversible chemoselective reactions can be harnessed to achieve nonenzymatic spontaneous remodeling of phospholipids in synthetic membranes. Our approach relies on transthioesterification/ acyl shift reactions that occur spontaneously and reversibly between tertiary amides and thioesters. We demonstrate exchange and remodeling of both lipid acyl chains and head groups. Using our synthetic model system we demonstrate the ability of spontaneous phospholipid remodeling to trigger changes in vesicle spatial organization, composition, and morphology as well as recruit proteins that can affect vesicle curvature. Membranes capable of chemically exchanging lipid fragments could be used to help further understand the specific roles of lipid structure remodeling in biological membranes.L iving organisms carry out the de novo synthesis of phospholipid membranes, in part, by using membrane-bound acyltransferases and reactive thioester precursors ( Fig. 1A) (1). Subsequently, de novo synthesized phospholipid membranes can be remodeled by acyltransferases and transacylases in the presence of different lysolipid, phospholipid, and fatty acid precursors ( Fig. 1A) (2). Such natural mechanisms allow cells to fine-tune properties of biological membranes by changing the composition and organization of their constituent lipids and proteins (3). Membrane remodeling is an essential component of numerous cellular functions including the formation of organelles (4), division (5), trafficking (6), and signaling (7). Many experimental and theoretical studies have examined membrane remodeling due to enzymatically driven changes in lipid composition (8). For instance, the disruption of the transacylase activity of the enzyme tafazzin leads to alterations in the mitochondrial lipid cardiolipin and the disease known as Barth's syndrome (9).Model membranes composed of well-defined synthetic lipids are useful tools for studying questions related to membrane biology (10, 11). The importance of lipid remodeling in biology underscores the need for straightforward methods to remodel lipid composition in artificial model membranes. Unfortunately, nonenzymatic methods to exchange lysolipid fragments in synthetic vesicles have previously not been feasible. This is likely due to the high kinetic stability of phospholipid membranes, which do not readily exchange diacylphospholipid species between membranes (12). Because the composition of phospholipids c...