Human factor V (hFV) is a procofactor with a domain organization of A1-A2-B-A3-C1-C2. It requires proteolytic activation before it can assemble within the prothrombinase complex and function as a cofactor. Activation by thrombin results from cleavages following Arg709, Arg1018 and Arg1545 to release the B domain in two fragments and form heterodimeric factor Va (FVa, A1-A2/A3-C1-C2). While A1-A2/A3-C1-C2 is the prototypic active cofactor, variable cofactor function is attributed to partially cleaved species. Several studies have proposed that meizothrombin (mIIa), an intermediate produced during prothrombin activation, is also an efficient activator of membrane-bound hFV and possibly responsible for FVa formation early in the clotting process. However, this is inconsistent with the proposed importance of anion binding exosite 2 (ABE2) for hFV activation by thrombin which is occluded by the covalently attached propiece in mIIa. We have studied the kinetics of hFV cleavage using a quantitative two-color immunoblotting approach to simultaneously and unambiguously identify intermediates and products containing A1-A2 and/or A3-C1-C2. We have also compared hFV cleavage by thrombin by cleavage with a stable mIIa variant and by mIIa lacking both the 4-carboxyglutamic acid and kringle 1 domains (mIIa-desF1) in the presence of membranes. Addition of 0.1 nM thrombin yielded quantitative cleavage of hFV (50 nM) in ~6 minutes, producing products consistent with cleavage at Arg709 and/or Arg1018. However, the C-terminal intermediate beginning at 1019 but uncleaved at Arg1545 persisted for more than 90 minutes. A3-C1-C2, arising from cleavage at Arg1545, appeared at a ~20-fold slower rate than the A1-A2 species. Thus, for the reaction with thrombin, cleavage at Arg1545 represents the rate limiting step in the conversion of hFV to heterodimeric FVa. Similar rates of hFV consumption and appearance of species cleaved at Arg709 and/or Arg1018 were seen with mIIa. However, cleavage at Arg1545 to produce A3-C1-C2 was substantially slower, by a factor of ~100, than A1-A2 formation. Equivalently large differences in the rates of A1-A2 and A3-C1-C2 formation were evident in the absence of membranes except the rate of all cleavages by mIIa was further reduced. Because the results obtained with mIIa were replicated with mIIa-desF1, the data imply that it is covalent occlusion of ABE2 in these mIIa variants that underlies their selectively impaired ability to cleave at Arg1545 and produce heterodimeric Va but does not affect cleavage at Arg709 or Arg1018. The binding of Xa to activated FV, essential for membrane-dependent prothrombinase assembly, is a prerequisite for cofactor function. We correlated hFV cleavage with the development of cofactor function by binding measurements using Xa inactivated with a fluorescent probe covalently tethered to the active site with a peptidyl chloromethylketone. For hFV cleavage by thrombin, Xa binding and the assembly of prothrombinase proceeded unexpectedly slowly and correlated with cleavage at Arg1545, widely separated in time from rapid cleavage at Arg709 and/or Arg1018. Therefore, slow cleavage at Arg1545 dictates both the formation of heterodimeric FVa and the ability of the product to bind Xa with high affinity to form prothrombinase. Only a small fraction of Xa binding developed within an hour in hFV cleavage reactions initiated with mIIa in comparison to the same concentration of thrombin. Our findings indicate that ABE2 in thrombin variants plays an essential role in the rate-limiting cleavage at Arg1545 required for the formation of heterodimeric FVa and for the assembly of prothrombinase. Occlusion of ABE2 by the covalently linked propiece in mIIa variants greatly impairs their ability to activate hFV to the active cofactor by selectively decreasing the rate of cleavage at Arg1545. The surprising and near absolute need for cleavage at Arg1545 to produce cofactor is consistent with new biochemical and structural evidence implicating an essential role played by an acidic sequence immediately N-terminal to Arg1545 in concert with a basic sequence C-terminal to Arg1018 within the B domain in restricting the binding of Xa to the incompletely cleaved procofactor and preventing cofactor function. DisclosuresKrishnaswamy:Novo Nordisk: Consultancy; Janssen: Consultancy, Research Funding; Portola: Research Funding.