The thiamin-and flavin-dependent peripheral membrane enzyme pyruvate oxidase from E. coli catalyzes the oxidative decarboxylation of the central metabolite pyruvate to CO2 and acetate. Concomitant reduction of the enzyme-bound flavin triggers membrane binding of the C terminus and shuttling of 2 electrons to ubiquinone 8, a membrane-bound mobile carrier of the electron transport chain. Binding to the membrane in vivo or limited proteolysis in vitro stimulate the catalytic proficiency by 2 orders of magnitude. The molecular mechanisms by which membrane binding and activation are governed have remained enigmatic. Here, we present the X-ray crystal structures of the full-length enzyme and a proteolytically activated truncation variant lacking the last 23 C-terminal residues inferred as important in membrane binding. In conjunction with spectroscopic results, the structural data pinpoint a conformational rearrangement upon activation that exposes the autoinhibitory C terminus, thereby freeing the active site. In the activated enzyme, Phe-465 swings into the active site and wires both cofactors for efficient electron transfer. The isolated C terminus, which has no intrinsic helix propensity, folds into a helical structure in the presence of micelles.electron transfer ͉ membrane protein ͉ X-ray crystallography R eversible binding of peripheral membrane proteins to the lipid bilayer regulates cell signaling, lipid metabolism and many other cellular events. Proteins that adhere directly to the biological membrane are termed amphitropic proteins and can attach to the bilayer through interaction of amphipathic helices, hydrophobic loops, ions, or covalently attached lipids (1, 2). In many cases studied, these proteins exhibit a very low basal membrane affinity, becoming recruited to the membrane from the cytosol only after a conformational transition or electrostatic switch that not only triggers membrane binding but may also initiate or elevate biological activity (3). Despite many recent advances in understanding how membrane binding and concomitant functional activation of proteins are regulated, there remains a paucity of structural data that allow detailed atomic insights into the nature of reversible protein-membrane interaction and of structural transitions that trigger membrane binding and functionality.In this regard, the thiamin diphosphate-(ThDP, the functional derivative of vitamin B1) and flavin-dependent pyruvate oxidase from Escherichia coli (EcPOX, EC 1.2.2.2) is a particularly interesting and extensively studied peripheral membrane protein that feeds electrons from the cytosol directly into the respiratory chain at the membrane (4-11). EcPOX supports aerobic growth in E. coli as a backup system to the pyruvate dehydrogenase multienzyme complex and catalyzes the oxidative decarboxylation of the metabolite pyruvate to carbon dioxide and acetate (12). The 2 electrons arising from oxidation of pyruvate at the ThDP site are transferred initially to the neighboring flavin (Eq.