Background: Tissue inhibitor of metalloproteinases-3 (TIMP-3) is endocytosed, but its regulatory mechanism is not well understood. Results: TIMP-3 endocytosis occurs mainly through low density lipoprotein receptor-related protein-1 (LRP-1), but shed sLRP-1 binds TIMP-3. Conclusion: TIMP-3-sLRP-1 complexes are retained extracellularly with metalloproteinase inhibitory activity. Significance: LRP-1 is the master regulator of extracellular levels of TIMP-3.