Autophagy induction by starvation and stress involves the enzymatic activation of the class III phosphatidylinositol 3-kinase complex I (PI3KC3-C1). The inactive basal state of PI3KC3-C1 is maintained by inhibitory contacts between the VPS15 protein kinase and VPS34 lipid kinase domains that restrict the conformation of the VPS34 activation loop. Here, the pro-autophagic MIT domain-containing protein NRBF2 was used to map the structural changes leading to activation. Cryo-EM was used to visualize stepwise PI3KC3-C1 activating effects of binding the NRFB2 MIT domains. Binding of a single NRBF2 MIT domain to bends the helical solenoid of the VPS15 scaffold, displaces the protein kinase domain of VPS15, and releases the VPS34 kinase domain from the inhibited conformation. Binding of a second MIT stabilizes the VPS34 lipid kinase domain in an active conformation that has an unrestricted activation loop and is poised for access to membranes.Autophagy is a core cellular process, conserved throughout eukaryotes, which is the central recycling system for the removal of misfolded proteins, damaged organelles, and the recycling of nutrients in starvation. Autophagic dysfunction is implicated in many disease states, including neurodegeneration, immune disorders, cancer, and aging, among others (1). The class III phosphatidylinositol-3 kinase complexes (PI3KC3) I and II (PI3KC3-C1 and -C2), respectively, are essential for the initiation and expansion of autophagosomes (2-5). PI3KC3 generates the lipid phosphatidylinositol-3-phosphate, PI(3)P, which is recognized by the WIPI proteins. WIPIs in turn recruit the machinery that conjugates the autophagosomal marker LC3 to the expanding autophagosomal membrane (6). PI3KC3-C1 has been proposed to be a promising therapeutic target for autophagy activators (7) because the generation of PI(3)P is absolutely required for the recruitment of downstream autophagy proteins. There is considerable medical interest in selectively activating this pathway to promote human health and treat disease, yet there are no FDA approved pharmaceuticals that uniquely activate autophagy.PI3KC3-C1 consists of the lipid kinase VPS34, the putative serine/threonine protein kinase VPS15, the regulatory subunit BECN1, and the early autophagy-specific targeting subunit ATG14 (8,9). In PI3KC3-C2, ATG14 is replaced with UVRAG (10), while the other three subunits are preserved. The overall architecture of both PI3KC3-C1 and -C2 has the shape of the letter V (11, 12) (Fig. 1A). The long coiled-coils of BECN1 and ATG14 scaffold the left arm in the standard view, with the membrane binding BARA domain of BECN1 located at the outermost tip of the arm. PI3KC3-C2 is inhibited by Rubicon and the HIV-1 protein Nef (13-15), which regulate membrane docking by the tip of the left arm. The catalytic domains of the kinases VPS34 and VPS15 are at the tip of the right arm (11,12). PI3KC3 complexes are phosphoregulated by the Unc-51 like autophagy-activating kinase 1 (ULK1) complex (16),