1 Background: Hemodynamic shear stress critically regulates endothelial activation and 2 atherogenesis by affecting cytoskeletal dynamics and endothelial gene expression. The Nck 3 adaptor proteins (Nck1 and Nck2) regulate cytoskeletal remodeling pathways and play redundant 4 roles during development. While a cell permeable Nck-binding peptide reduces shear-induced 5 inflammation, the roles of Nck1 and Nck2 in atherosclerosis remain unknown. 6Methods and Results: Herein, we show that Nck1 deficiency (siRNA/shRNA knockdown, genetic 7 knockout), but not Nck2, decreases basal and shear stress-induced proinflammatory signaling 8 (NF-B phosphorylation and nuclear translocation) and ICAM-1/VCAM-1 expression. In contrast, 9neither Nck1 nor Nck2 were required for flow-induced Akt and ERK1/2 activation, and only Nck2 10 was required for laminar flow-induced cytoskeletal alignment. Using the partial carotid ligation 11 model of disturbed flow, we found that Nck1 knockout mice showed significantly reduced 12 proinflammatory gene expression and macrophage infiltration that was not further diminished 13 upon Nck2 deletion. Consistent with these findings, Nck1 knockout mice showed significantly 14 diminished diet-induced atherosclerosis, associated with reduced plasma cytokine levels and 15 diminished macrophage content. To define the mechanisms of differential Nck1 and Nck2 16 signaling in endothelial activation, we performed domain swap experiments mixing SH2 and SH3 17 domains between Nck1 and Nck2. These Nck1/Nck2 chimeras define a critical role for the Nck1 18 SH2 domain (phosphotyrosine binding) but a redundant role for Nck1/2 SH3 domains (proline rich 19 binding) in rescuing shear stress-induced endothelial activation in Nck1/2 DKO cells. Using 20 domain point mutations, we confirmed the vital role for Nck1's SH2 domain and identify the first 21 Nck SH3 domain (DY pocket containing domain) in meditating NF-B activation and endothelial 22 inflammation. Pre-treatment of endothelial cells with the small molecule Nck1 SH3.1 inhibitor 23