Bacterial biofilm formation during chronic infections confers increased fitness, antibiotic tolerance, and cytotoxicity. In many pathogens, the transition from a planktonic lifestyle to collaborative, sessile biofilms represents a regulated process orchestrated by the intracellular second-messenger c-di-GMP. A main effector for c-di-GMP signaling in the opportunistic pathogen Pseudomonas aeruginosa is the transcription regulator FleQ. FleQ is a bacterial enhancer-binding protein (bEBP) with a central AAA+ ATPase σ 54 -interaction domain, flanked by a C-terminal helix-turn-helix DNA-binding motif and a divergent N-terminal receiver domain. Together with a second ATPase, FleN, FleQ regulates the expression of flagellar and exopolysaccharide biosynthesis genes in response to cellular c-di-GMP. Here we report structural and functional data that reveal an unexpected mode of c-di-GMP recognition that is associated with major conformational rearrangements in FleQ. Crystal structures of FleQ's AAA+ ATPase domain in its apo-state or bound to ADP or ATP-γ-S show conformations reminiscent of the activated ring-shaped assemblies of other bEBPs. As revealed by the structure of c-di-GMP-complexed FleQ, the second messenger interacts with the AAA+ ATPase domain at a site distinct from the ATP binding pocket. c-di-GMP interaction leads to active site obstruction, hexameric ring destabilization, and discrete quaternary structure transitions. Solution and cell-based studies confirm coupling of the ATPase active site and c-di-GMP binding, as well as the functional significance of crystallographic interprotomer interfaces. Taken together, our data offer unprecedented insight into conserved regulatory mechanisms of gene expression under direct c-di-GMP control via FleQ and FleQ-like bEBPs.enhancer binding protein | flagella | structure | gene expression B acterial adaptations to diverse environments, including human hosts, involve collaborative group behaviors, such as quorum sensing, swarming, and biofilm formation (1-5). In general, quorum-sensing during host tissue colonization is associated with virulence gene expression and acute-phase infections, whereas biofilm formation facilitates the development of chronic infections, evasion of host immune response, and increased tolerance to treatments (6). It is now well appreciated that these social behaviors result from highly regulated signal transduction processes, which in many bacteria are choreographed by the nucleotide-based second messenger c-di-GMP (7-9). Synthesized by GGDEF domain-containing diguanylate cyclases and hydrolyzed by EAL or HD-GYP domain-containing phosphodiesterases, c-di-GMP is sensed by a variety of protein-and RNA-based effectors to exert control at transcriptional, translational, and posttranslational levels (10, 11).In Pseudomonas aeruginosa, an opportunistic pathogen that causes severe chronic infections in cystic fibrosis patients, burn victims, and other immunocompromised individuals, the transcription factor FleQ acts as a master regulator of flagellar...