1 2 3'-Phosphoinositide-dependent-Kinase-1 is a master regulator whereby its PI3-3 kinase-dependent dysregulation in human pathologies is well documented. 4 Understanding the direct role for PtdIns(3,4,5)P 3 and other anionic 5 phospholipids in the regulation of PDK1 conformational dynamics and its 6 downstream activation remains incomplete. 7 Using advanced quantitative-time-resolved imaging, FCS and molecular 8 modelling, we show an interplay of antagonistic binding effects of 9 PtdIns(3,4,5)P 3 and other anionic phospholipids, regulating activated PDK1 10 homodimers. We demonstrate that phosphatidylserine maintains PDK1 in an 11 inactive conformation. The dysregulation of the PI3K pathway affects the spatio-12 temporal and conformational dynamics of PDK1 and the activation of its 13 downstream substrates. 14 We establish an anionic-phospholipid-dependent model for PDK1 regulation, 15 depicting the conformational dynamics of multiple homodimer states. The 16 dysregulation of the PI3K pathway perturbs equilibrium between the PDK1 17 homodimer conformations. Our findings indicate that the alteration of specific 18 basic residues of PDK1-PH domain leads to its constitutive activation, a 19 potential significance in different types of carcinomas. 20 21lipids such as PtdIns(3,4,5)P 3 , PtdIns(4,5)P 2 and PtdSer, autophosphorylation 1 of T513 and homodimerisation. However, our understanding of the interplay 2 between these events and the associated regulation that enables the 3 phosphorylation of PDK1 substrates remains largely unknown. Addressing 4 these issues has been hampered by the lack of suitable in situ quantitative 5 methods for interrogating the spatio-temporal sequence of protein-lipid 6 interactions. We have recently reported the development of a precise and well-7 resolved quantitative imaging method based on fluorescence lifetime imaging 8 (FLIM) that overcomes these technical obstacles [23]. Here, we were able to 9 monitor in situ the anionic phospholipid-mediated regulation of PDK1 10 homodimerisation and localisation leading to PDK1 activation and how this was 11 linked to T513 autophosphorylation in cells with a normal or a dysregulated 12 PI3K pathway. Using this methodology, we unravelled three major mechanisms 13 for PDK1 regulation. Firstly, that PDK1 homodimerises in an activated 14 conformation phosphorylated on T513 and capable of activating downstream 15 substrates like PKB/Akt and SGK1. Secondly, that this homodimer formation 16 was triggered by two opposite mechanisms: (i) The binding to PtdIns(3,4,5)P 3 17 upon growth factor stimulation (ii) the loss of plasma membrane binding to other 18 anionic phospholipids. This suggested a competitive regulatory mechanism 19involving PtdIns(3,4,5)P 3 and other anionic phospholipids having opposite 20 effects on PDK1 activation. Thirdly, we demonstrated that PDK1 activation 21 through recruitment to the PM was not only dependent on its PH domain but its 22 domains of PDK1 (PH PDK1 ). PH PDK1 wild type and mutants were tested using a 1 protein-li...