␣-Macroglobulins (␣Ms) are large glycoproteins that have been identified in a wide range of vertebrate and invertebrate species and are mostly thiol ester containing proteinase inhibitors. A recent analysis of bacterial genomes (Budd, A., Blandin, S., Levashina, E. A., and Gibson, T. J. (2004) Genome Biol. 5, R38) identified many ␣-macroglobulin-like sequences that appear to have been acquired by Gram-negative bacteria from their metazoan hosts. We report the first expression and characterization of such a bacterial ␣-macroglobulin, that from Escherichia coli. This is also the first ␣-macroglobulin to be characterized that is predicted to be membrane-anchored. We found that the 183-kDa protein contains an intact thiol ester, is monomeric, and is localized to the periplasmic space. Reaction with proteinase results in limited cleavage within a bait region, rapid activation of the thiol ester, crosslinking to the attacking proteinase or other available nucleophiles, and partial protection of the proteinase against macromolecular substrates. Given these properties and the co-occurrence of the ␣M gene with one for a repair transglycosylase, this suggests a possible role for bacterial ␣Ms in cell defense following host attack. Such a role would make bacterial ␣Ms appropriate novel targets for antibiotic drugs.The ␣-macroglobulins (␣Ms) 2 are a family of large proteins (monomers of Ͼ1400 residues) present in all types of metazoans (1). Most, although not all, have been found to contain an internal thiol ester formed between the side chains of a cysteine and a glutamine residue 3 residues further C-terminal. The thiol ester is usually critical for the functioning of the ␣M. In humans the best characterized ␣M is ␣ 2 M, which is an extremely abundant tetrameric plasma glycoprotein composed of 1451 residue subunits, and which acts as a pan-proteinase inhibitor, using a unique trapping conformational change-based mechanism (2). Other human ␣Ms include pregnancy zone protein (3), CD109 (4), and CPAMD8 (5), although these have been far less well characterized. Closely related to ␣ 2 M are the complement proteins C3, C4, and C5, all three of which appear to have evolved from the same primordial gene as ␣ 2 M (6). This relationship is suggestive of a potential role for ␣ 2 M and other ␣-macroglobulins in host defense (7-9).Although no ␣M proteins have ever been reported from bacteria, a recent data base search of bacterial genomes identified ␣M-like genes in a wide range of Gram-negative bacteria from a number of different clades. These include proteobacteria, cyanobacteria, spirochetes, and thermophillic bacteria (10). The phylogenetic distribution was, however, uneven and suggestive of acquisition of the gene from the metazoan host, perhaps as a colonization factor. Most intriguingly, the ␣M gene was almost always found in tandem with a gene for a cell wall repair transglycosylase, PBP1C (11), suggesting that the ␣M-like protein, together with the transglycosylase might function in bacterial defense subsequent to breach of t...