Accumulating evidence supports a role for prolactin (PRL) in the development and progression of human breast cancer. Although PRL is an established chemoattractant for breast cancer cells, the precise molecular mechanisms of how PRL regulates breast cancer cell motility and invasion are not fully understood. PRL activates the serine/threonine kinase NEK3, which was reported to enhance breast cancer cell migration, invasion, and the actin cytoskeletal reorganization necessary for these processes. However, the specific mechanisms of NEK3 activation in response to PRL signaling have not been defined. In this report, a novel PRL-inducible regulatory phosphorylation site within the activation segment of NEK3, threonine 165 (Thr-165), was identified. Phosphorylation at NEK3 Thr-165 was found to be dependent on activation of the extracellular signal-regulated kinase 1/2 (ERK1/2) signaling pathway using both pharmacological inhibition and siRNA-mediated knockdown approaches. Strikingly, inhibition of phosphorylation at NEK3 Thr-165 by expression of a phospho-deficient mutant (NEK3-T165V) resulted in increased focal adhesion size, formation of zyxinpositive focal adhesions, and reorganization of the actin cytoskeleton into stress fibers. Concordantly, NEK3-T165V cells exhibited migratory defects. Together, these data support a modulatory role for phosphorylation at NEK3 Thr-165 in focal adhesion maturation and/or turnover to promote breast cancer cell migration.The prolactin receptor (PRLR), 3 a member of the cytokine receptor superfamily, is overexpressed in the majority of human breast cancers (1-3). The polypeptide hormone prolactin (PRL) activates its cognate receptor and induces rapid activation of proximal tyrosine kinases, such as Janus kinase 2 (JAK2) and SRC family kinases, leading to transphosphorylation of specific tyrosine residues on the tail of the receptor (4). Distinct docking proteins are recruited to the receptor and provide links to activating various signaling pathways, including signal transducer and activator of transcription (STATs), RAS/ MAPK, and phosphatidylinositol 3-kinase (PI3K)/AKT (5-10). PRL/PRLR signaling contributes to the growth, survival, motility, and invasion of human breast cancer cells. PRL has been shown to act as a chemoattractant for breast cancer cells, accompanied by reorganization of the cytoskeleton (11, 12). Furthermore, epidemiological studies indicate that women with high levels of circulating PRL are at an increased risk for developing metastatic breast cancer (13-16). Additionally, knockdown of the long isoform of the PRLR in orthotopic models of breast cancer led to a significant reduction in metastatic spread (17). However, the molecular mechanisms by which PRL/PRLR signaling contributes to the invasive breast cancer cellular phenotype are not fully understood.NEK3 (never in mitosis gene A related kinase 3) belongs to the NEK family of serine/threonine (Ser/Thr) protein kinases, which is composed of 11 mammalian family members (NEK1-NEK11) (18 -20). Compared with othe...