GC-Rich Sequence Elements Recruit PRC2 in Mammalian
Eric M. Mendenhall1,2,3., Richard P. Koche1,2,3,4., Thanh Truong1,2,3, Vicky W. Zhou1,2,3,5, Biju Issac1,2,3,
Andrew S. Chi1,2,3,6, Manching Ku1,2,3, Bradley E. Bernstein1,2,3*
1Howard Hughes Medical Institute and Department of Pathology, Massachusetts General Hospital and Harvard Medical School, Boston, Massachusetts, United States of
America, 2Center for Systems Biology and Center for Cancer Research, Massachusetts General Hospital, Boston, Massachusetts, United States of America, 3Broad Institute
of Harvard and Massachusetts Institute of Technology, Cambridge, Massachusetts, United States of America, 4Division of Health Sciences and Technology, Massachusetts
Institute of Technology, Cambridge, Massachusetts, United States of America, 5Biological and Biomedical Sciences, Harvard Medical School, Boston, Massachusetts,
United States of America, 6Neuro-Oncology Division, Department of Neurology, Massachusetts General Hospital, Boston, Massachusetts, United States of America
Polycomb proteins are epigenetic regulators that localize to developmental loci in the early embryo where they mediate
lineage-specific gene repression. In Drosophila, these repressors are recruited to sequence elements by DNA binding
proteins associated with Polycomb repressive complex 2 (PRC2). However, the sequences that recruit PRC2 in mammalian
cells have remained obscure. To address this, we integrated a series of engineered bacterial artificial chromosomes into
embryonic stem (ES) cells and examined their chromatin. We found that a 44 kb region corresponding to the Zfpm2 locus
initiates de novo recruitment of PRC2. We then pinpointed a CpG island within this locus as both necessary and sufficient for
PRC2 recruitment. Based on this causal demonstration and prior genomic analyses, we hypothesized that large GC-rich
elements depleted of activating transcription factor motifs mediate PRC2 recruitment in mammals. We validated this model
in two ways. First, we showed that a constitutively active CpG island is able to recruit PRC2 after excision of a cluster of
activating motifs. Second, we showed that two 1 kb sequence intervals from the Escherichia coli genome with GC-contents
comparable to a mammalian CpG island are both capable of recruiting PRC2 when integrated into the ES cell genome. Our
findings demonstrate a causal role for GC-rich sequences in PRC2 recruitment and implicate a specific subset of CpG islands
depleted of activating motifs as instrumental for the initial localization of this key regulator in mammalian genomes.
Citation: Mendenhall EM, Koche RP, Truong T, Zhou VW, Issac B, et al. (2010) GC-Rich Sequence Elements Recruit PRC2 in Mammalian ES Cells. PLoS Genet 6(12):
Editor: Hiten D. Madhani, University of California San Francisco, United States of America
Received June 11, 2010; Accepted November 9, 2010; Published December 9, 2010
Copyright: ? 2010 Mendenhall et al. This is an open-access article distributed under the terms of the Creative Commons Attribution License, which permits
unrestricted use, distribution, and reproduction in any medium, provided the original author and source are credited.
Funding: EMM is supported by a Ruth Kirschstein-NRSA institutional training grant from the National Cancer Institute. VWZ is supported by a National Defense
Science and Engineering Graduate Fellowship. ASC is supported by an NIH K12 institutional training grant from the National Cancer Institute. MK is supported by
a Croucher Foundation fellowship. BEB is a Charles E. Culpeper Medical Scholar and an Early Career Scientist of the Howard Hughes Medical Institute. This research
was supported by funds from the Burroughs Wellcome Fund, the Culpeper Foundation, Massachusetts General Hospital, and the Broad Institute. The funders had
no role in study design, data collection and analysis, decision to publish, or preparation of the manuscript.
Competing Interests: The authors have declared that no competing interests exist.
* E-mail: Bernstein.Bradley@mgh.harvard.edu
. These authors contributed equally to this work.
Polycomb proteins are epigenetic regulators required for proper
gene expression patterning in metazoans. The proteins reside in
two main complexes, termed Polycomb repressive complex 1 and
2 (PRC1 and PRC2). PRC2 catalyzes histone H3 lysine 27 tri-
methylation (K27me3), while PRC1 catalyzes histone H2A
ubiquitination and mediates chromatin compaction [1,2]. PRC1
and PRC2 are initially recruited to target loci in the early embryo
where they subsequently mediate lineage-specific gene repression.
In embryonic stem (ES) cells, the complexes localize to thousands
of genomic sites, including many developmental loci [3–5]. These
target loci are not yet stably repressed, but instead maintain a
‘‘bivalent’’ chromatin state, with their chromatin enriched for the
activating histone mark, H3 lysine 4 tri-methylation (K4me3),
together with the repressive K27me3 [6,7]. In the absence of
transcriptional induction, PRC1 and PRC2 remain at target
loci and mediate repression through differentiation. The mecha-
nisms that underlie stable association of the complexes remain
poorly understood, but likely involve interactions with the
modified histones [8–12].
Proper localization of PRC1 and PRC2 in the pluripotent
genome is central to the complex developmental regulation
orchestrated by these factors. However, the sequence determinants
that underlie this initial landscape remain obscure. Polycomb
recruitment is best understood in Drosophila, where sequence
elements termed Polycomb response elements (PREs) are able to
direct these repressors to exogenous locations . PREs contain
clusters of motifs recognized by DNA binding proteins such as Pho,
Zeste and GAGA, which in turn recruit PRC2 [14–17]. Despite
extensivestudy,neitherPRE sequence motifs nor bindingprofiles of
PRC2-associated DNA binding proteins are sufficient to fully
predict PRC2 localization in the Drosophila genome [1,16,18,19].
While protein homologs of PRC1 and PRC2 are conserved in
mammals, DNA sequence homologs of Drosophila PREs appear to
be lacking in mammalian genomes . Moreover, it remains
controversial whether the DNA binding proteins associated with
PRC2 in Drosophila have functional homologs in mammals. The
PLoS Genetics | www.plosgenetics.org1December 2010 | Volume 6 | Issue 12 | e1001244
most compelling candidate has been YY1, a Pho homolog that
rescues gene silencing when introduced into Pho-deficient Drosophila
embryos . YY1 has been implicated in PRC2-dependent
silencing of tumor suppressor genes in human cancer cells .
However, this transcription factor has also been linked to numerous
other functions, including imprinting, DNA methylation, B-cell
development and ribosomal protein gene transcription [22–26].
Recently, researchers identified two DNA sequence elements
able to confer Polycomb repression in mammalian cells. Sing and
colleagues identified a murine PRE-like element that regulates the
MafB gene during neural development . These investigators
defined a critical 1.5 kb sequence element that is able to recruit
PRC1, but not PRC2 in a transgenic cell assay. Woo and
colleagues identified a 1.8 kb region of the human HoxD cluster
that recruits both PRC1 and PRC2 and represses a reporter
construct in mesenchymal tissues . Both groups note that their
respective PRE regions contain YY1 motifs. Mutation of the YY1
sites in the HoxD PRE resulted in loss of PRC1 binding and
partial loss of repression, while comparatively, deletion of a
separate highly conserved region from this element completely
abrogated PRC1 and PRC2 binding as well as repression .
In addition to these locus-specific investigations, genomic
studies have sought to define PRC2 targets and determinants in
a systematic fashion. The Ezh2 and Suz12 subunits have been
mapped in mouse and human ES cells by chromatin immuno-
precipitation and microarrays (ChIP-chip) or high-throughput
sequencing (ChIP-Seq) [3–5,29]. Such studies have highlighted
global correlations between PRC2 targets and CpG islands [5,30]
as well as highly-conserved genomic loci [4,7,31]. Recently, Jarid2
has been shown to associate with PRC2 and to be required for
proper genome-wide localization of the complex [32–35].
Intriguingly, Jarid2 contains an ARID and a Zinc-finger DNA-
binding domain. However, it is unclear how Jarid2 could account
for PRC2 targeting given the lack of sequence specificity and the
low affinity of its DNA binding domains [33,36]. In summary, a
variety of sequence elements including CpG islands, conserved
elements and YY1 motifs have been implicated in Polycomb
targeting in mammalian cells. Causality has only been demon-
strated in two specific instances and a unifying view of the
determinants of Polycomb recruitment remains elusive.
Here we present the identification of multiple sequence ele-
ments capable of recruiting PRC2 in mammalian ES cells. This was
achieved through an experimental approach in which engineered
bacterial artificial chromosomes (BACs) were stably integrated into
the ES cell genome. Evaluation of a series of modified BACs
specifically identified a 1.7 kb DNA fragment that is both necessary
and sufficient for PRC2 recruitment. The fragment does not share
sequence characteristics of Drosophila PREs and lacks YY1 binding
sites, but rather corresponds to an annotated CpG island. Based on
this result and a genome-wide analysis of PRC2 target sequences we
hypothesized that large GC-rich sequence elements lacking
transcriptional activationsignals represent general PRC2recruitment
elements. We tested this model by assaying the following DNA
sequences: (i) a ‘housekeeping’ CpG island which was re-engineered
by removal of a cluster of activating motifs; and (ii) two large GC-
rich intervals from the E. coli genome that satisfy the criteria of
mammalian CpG islands. We found that all three GC-richelements
robustly recruit PRC2 in ES cells. We propose that a class of CpG
islands distinguished by a lack of activating motifs play causal roles
in the initial localization of PRC2 and the subsequent coordination
of epigenetic controls during mammalian development.
Recruitment of Polycomb repressors to a bacterial
artificial chromosome integrated into ES cells
To identify DNA sequences capable of recruiting Polycomb
repressors in mammalian cells, we engineered human BACs that
correspond to genomic regions bound by these proteins in human
We initially targeted a region of the human Zfpm2 (hZfpm2)
locus, which encodes a developmental transcription factor involved
in heart and gonad development . In ES cells, the endogenous
locus recruits PRC1 and PRC2, and is enriched for the bivalent
histone modifications, K4me3 and K27me3 (Figure 1A). We used
recombineering to engineer a 44 kb BAC containing this locus and
a neomycin selection marker. The modified BAC was electropo-
rated into mouse ES cells, and individual transgenic ES cell colonies
containing the full length BAC were expanded (Figure S1).
Fluorescent in situ hybridization (FISH) confirmed integration at a
single genomic location (Figure S2).
We used ChIP and quantitative PCR (ChIP-qPCR) with human
specific primers to examine the chromatin state of the newly
incorporated hZfpm2 locus. This analysis revealed strong
enrichment for K27me3 and K4me3 (Figure 1B). In addition,
we explicitly tested for direct binding of the Polycomb repressive
complexes using antibody against the PRC1 subunit, Ring1B, or
the PRC2 subunit, Ezh2. We detected robust enrichment for both
complexes in the vicinity of the hZfpm2 gene promoter (Figure 1B).
To confirm this result and eliminate the possibility of integration
site effects, we tested two additional transgenic hZfpm2 ES cell
clones with unique integration sites as well as a fourth transgenic
ES cell line containing a distinct Polycomb target locus, Pax5. In
each case, we observed a bivalent chromatin state analogous to the
endogenous loci (Figure S3). Similar to endogenous bivalent CpG
islands, we found the Zfpm2 CpG island was DNA hypomethy-
lated (Figure S4). These results suggest that DNA sequence is
sufficient to initiate de novo recruitment of Polycomb in ES cells.
The Zfpm2 BAC maintains K27me3 through ES cell
A key function of Polycomb repressors is to maintain a repressive
chromatin state through cellular differentiation. To determine if the
integrated BAC is capable of maintaining K27me3, the hZfpm2
transgenic ES cells were differentiated to neural progenitor (NP) cells
in vitro . ChIP-qPCR analysis revealed continued enrichment of
K27me3 but loss of K4me3 (Figure 1C), a pattern frequently
observed at endogenous loci that are not activated during
Key developmental genes are precisely turned on or off
during development, thus creating a complex, multi-tissue
embryo. The mechanism that keeps genes off, or repressed,
is crucial to proper development. In embryonic stem cells,
Polycomb repressive complex 2 (PRC2) is recruited to the
promoters of these developmental genes and helps to
maintain repression in the appropriate tissues through
development. How PRC2 is initially recruited to these genes
intheearly embryo remains elusive. Here weexperimentally
demonstrate that stretches of GC-rich DNA, termed CpG
islands, can initiate recruitment of PRC2 in embryonic stem
cells when they are transcriptionally-inactive. Surprisingly,
we find that GC-rich DNA from bacterial genomes can also
initiate recruitment of PRC2 in embryonic stem cells. This
supports a model where inactive GC-rich DNA can itself
suffice to recruit PRC2even in the absence of more complex
DNA sequence motifs.
Recruitment of Polycomb in ES Cells
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locus is sufficient to initiate K27me3 chromatin modifications in ES
cells, and maintain the repressive chromatin state through neural
Distinguishing Polycomb recruiting sequences in the
We next sought to define the sequences within the hZfpm2
BAC required for recruitment of Polycomb repressors. First, we
re-engineered the 44 kb hZfpm2 BAC to remove 20 kb of flanking
sequences that contained distal non-coding conserved sequence
elements (Figure 1A). When we integrated the resulting 22 kb
construct into ES cells we found that it robustly enriches for
PRC1, PRC2, K4me3 and K27me3 (Figure 1B). Hence, these
particular distal elements do not appear to be required for the
recruitment of the complexes. Next, we considered the necessity of
the CpG island which corresponds to the peak of Ezh2 enrichment
in ChIP-Seq profiles (Figure 1A). We excised a 1.7 kb fragment
Figure 1. Recruitment of Polycomb repressors to a BAC integrated into ES cells. (A) ChIP-Seq tracks depict enrichment of K27me3 (the
modification catalyzed by PRC2), Ezh2 (the enzymatic component of PRC2), and K4me3 across the endogenous hZfpm2 locus in human ES cells.
Primers and constructs used in this study are indicated below the gene track. (B) BAC constructs from (A) containing the hZfpm2 locus were stably
integrated into mouse ES cells. ChIP-qPCR enrichments are shown for K4me3, K27me3, Ezh2, and the PRC1 component Ring1b across the locus. The
integrated locus adopts a ‘bivalent’ chromatin state with K27me3 and K4me3 in all constructs except the DCGI BAC. The locations of PCR amplicons
are designated on the horizontal axis. (C) Transgenic ES cells differentiated along a neural lineage show enrichment for K27me3 but not K4me3 in NP
cells. Error bars show standard error of the mean (SEM) for n=3 (44 kb) or n=2 (22 kb; DCGI) biological replicates.
Recruitment of Polycomb in ES Cells
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containing the CpG island, and integrated the resulting BAC
(DCGI) into ES cells. The DCGI BAC failed to recruit PRC1 or
PRC2, and showed significantly reduced K27me3 levels relative to
the other constructs (Figure 1B). This suggests that the CpG island
is essential for recruitment of Polycomb proteins to the hZfpm2
A 1.7 kb CpG island is sufficient to recruit PRC2 to an
We next asked whether the hZfpm2 CpG island is sufficient to
recruit Polycomb repressors to an exogenous locus. To test this, we
selected an unremarkable gene desert region on human chromo-
some 1 that shows no enrichment for PRC1, PRC2 or K27me3 in
ES cells (Figure 2A). We also verified that the gene desert BAC
alone does not show any enrichment for K27me3 or Ezh2 when
integrated into ES cells (Figure 2B). Using recombineering, we
inserted the 1.7 kb sequence that corresponds to the hZfpm2 CpG
island into the gene desert BAC. The resulting construct was
integrated into mouse ES cells and three independent clones were
evaluated. ChIP-qPCR analysis revealed strong enrichment for
K27me3, K4me3 and PRC2 over the inserted CpG island
(Figure 2C, Figure S5). In contrast, we observed relatively little
enrichment for the PRC1 subunit Ring1B (Figure 2C). We
confirmed the specificity of these enrichments with primers that
span the boundary between the insertion and adjacent gene desert
sequence. Notably, K27me3 enrichment was detected across the
gene desert locus up to 2.5 kb from the inserted CpG island
(Figure 2C). This indicates that the localized CpG island can
initiate K27me3 that then spreads into adjacent sequence. Lastly
we found no YY1 enrichment across the CpG island by ChIP-
qPCR (Figure S5). Together, these data suggest that the hZfpm2
CpG island contains the necessary signals for PRC2 recruitment
but is insufficient to confer robust PRC1 association.
Consideration of sequence determinants of PRC2
The functionality of a CpG island in PRC2 recruitment is
consistent with prior observations that a majority of PRC2 sites in
ES cells correspond to CpG islands [4,5] and with the striking
correlation between intensity of PRC2 binding and the GC-
richness of the underlying sequence (Figure 2D). We therefore
considered whether specific signals within the Zfpm2 CpG island
might underlie its capacity to recruit PRC2.
First, we searched for sequence motifsanalogousto the PREs that
recruit PRC2 in Drosophila. We focused on motifs recognized by
YY1, the nearest mammalian homolog of the Drosophila recruitment
proteins. Notably, both of the recently described mammalian PREs
contain YY1 motifs [27,28]. The 44 kb hZfpm2 BAC contains 11
instancesoftheconsensusYY1 motif.However, none ofthesereside
within the CpG island (Figure S6) (see Methods). We also examined
YY1 binding directly in ES cells and NS cells using ChIP-Seq.
Consistent with prior reports, YY1 binding is evident at the 59 ends
proteins, and is also seen at the imprinted Peg3 locus (Figure 2E,
Table S1) . However, no YY1 enrichment is evident at the
Zfpm2 locus. Moreover, at a global level, YY1 shows almost no
overlap with PRC2 or PRC1, but instead co-localizes with genomic
sitesmarkedexclusively byK4me3 (Figure2F,FigureS6,andTable
S1). Thus, although YY1 may contribute to Polycomb-mediated
repression through distal interactions or in trans, it does not appear
to be directly involved in PRC2 recruitment in ES cells.
We previously reported that CpG islands bound by PRC2 in ES
cells could be predicted based on a relative absence of activating
transcription factor motifs (AMs) in their DNA sequence . We
reasoned that transcriptional inactivity afforded by this absence of
AMs is a requisite for PRC2 association [40,41]. This could
explain why PRC2 is absent from a majority of CpG islands, many
of which are found at highly active promoters. Consistent with this
model, when we examined a recently published RNA-Seq dataset
for poly-adenylated transcripts in ES cells, we found that virtually
all of the high-CpG promoters (HCPs) lacking Ezh2 are detectably
transcribed (Figure S7). The small proportion of HCPs that are
neither Ezh2-bound nor transcribed may reflect false-negatives in
the ChIP-Seq or RNA-Seq data. Alternatively, these HCPs tend to
correspond to CpG islands with relatively low GC-contents and
lengths and may therefore have insufficient GC-richness to
promote PRC2 binding (Figure S7). Thus, correlative analyses
implicate large GC-rich elements that lack transcriptional
activation signals as general PRC2 recruitment elements in
Sufficiency of GC-rich sequences for PRC2 recruitment
To obtain direct experimental support for the general
sufficiency of large GC-rich elements lacking AMs in PRC2
recruitment, we carried out the following experiments. First, we
tested whether a K4me3-only CpG island could be turned into a
PRC2 recruitment element by removing activating motifs. We
targeted a 1.3 kb CpG island that overlaps the promoters of two
ubiquitously expressed genes – Arl3 and Sfxn2. Neither gene
carries K27me3 in ES cells, or in any other cell type tested (Figure
S8, and data not shown). This CpG island was selected as it has
many conserved AMs clustered in one half of the island
(Figure 3A). We hypothesized that the portion of the Arl3/Sfxn2
CpG island lacking AMs would, in isolation, lack active
transcription and recruit PRC2. In contrast, we predicted that
the half containing multiple AMs would lack Polycomb. To test
this, we generated two additional BAC constructs containing the
respective portions of the Arl3/Sfxn2 CpG island positioned
within the gene desert, and integrated these constructs into ES
cells (Figure 3A). ChIP-qPCR shows that the portion of the CpG
island lacking AMs is able to recruit PRC2 and becomes enriched
for K27me3 (Figure 3B). In contrast, the AM-containing portion
shows no enrichment for K27me3 or Ezh2, but is instead marked
exclusively by K4me3, similar to the endogenous human locus
(Figure 3C, Figure S8). Thus, a GC-rich sequence element with no
known requirement for Polycomb regulation can recruit PRC2
when isolated from activating sequence features.
Next, we tested whether even more generic GC-rich elements
might also be capable of recruiting PRC2 in ES cells. Here, we
focused on sequences derived from the genome of E. coli, reasoning
that there would be no selection for PRC2 recruiting elements in
this prokaryote given the complete lack of chromatin regulators.
We arbitrarily selected three 1 kb segments of the E. coli genome.
Two with GC contents above the threshold for a mammalian CpG
island but that each contained few AMs, and one AT rich segment
as a control (Table S3). We recombined each segment into the
gene desert BAC and integrated the resulting constructs into ES
cells. ChIP-qPCR confirmed that both GC-rich E. Coli segments
recruit Ezh2 and form a bivalent chromatin state (Figure 4A, 4B,
Figure S9). Notably, the GC-rich segment also enriches for Jarid2,
a PRC2 component with DNA binding activity (Figure S10). In
contrast, the AT-rich segment did not recruit Ezh2 or enrich for
either K4me3 or K27me3 (Figure 4C, Figure S9). Together, our
findings suggest that GC-rich sequence elements that lack signals
for transcriptional activation have an innate capacity to recruit
PRC2 in mammalian ES cells.
Recruitment of Polycomb in ES Cells
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Several lines of evidence suggest that the initial landscape of
Polycomb complex binding is critical for proper patterning of gene
expression in metazoan development [1,2,13]. Failure of these
factors to engage their target loci in embryogenesis has been linked
to a loss of epigenetic repression at later stages. Accordingly, the
determinants that localize Polycomb complexes at the pluripotent
stage are almost certainly essential to the global functions of these
repressors through development.
Figure 2. A 1.7 kb GC-rich sequence element is sufficient to recruit PRC2. (A) ChIP-Seq tracks show no enrichment for K4me3, K27me3 or
Ezh2 in human ES cells across the gene desert region. For comparison a nearby locus is shown. The recombineering site and primers used in this
study are indicated below the tracks. (B) The gene desert BAC shows no enrichment of K4me3, K27me3 or PRC2 upon integration in mouse ES cells.
(C) The hZfpm2 CpG island is depicted at the site of insertion into the gene desert BAC, along with the corresponding GC percentage (42% indicates
genome average) and primers used for qPCR. Underlying plots represent ChIP-qPCR enrichment of K4me3, K27me3, PRC2 (Ezh2), and PRC1 (Ring1b)
at the indicated sites (n=2 biological replicates). (D) Heat maps show Ezh2 ChIP-Seq signal (left panel) or GC-percentage (right panel) for all Ezh2-
bound regions in ES cells. Each row depicts a 20 kb region centered on the Ezh2 signal. Rows are separated into two groups based on whether the
site overlaps a CpG island (below the blue line) and are then sorted based on the width of Ezh2 enrichment (see Methods). (E) ChIP-Seq was used to
profile the mammalian Pho homolog YY1 in mouse ES cells. Genome browser views show ChIP-Seq enrichment signals for K4me3, K27me3, Ezh2 and
YY1 for YY1 target loci. (F) Venn diagram shows overlap of K4me3, Ezh2, Ring1b, and YY1 at promoters in mES cells.
Recruitment of Polycomb in ES Cells
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We find that DNA sequence is sufficient for proper localization
of Polycomb repressive complexes in ES cells, and specifically
identify a CpG island within the Zfpm2 locus as being critical for
recruitment. We provide evidence that GC-rich elements lacking
activating signals suffice in general to recruit PRC2. This includes
demonstrations (i) that a motif devoid segment of an active
‘housekeeping’ CpG island can recruit PRC2; and (ii) that
arbitrarily selected GC-rich elements from the E. coli genome
can themselves mediate PRC2 recruitment when integrated into
the ES cell genome.
Figure 3. Removal of activating transcription factor motifs initiates PRC2 recruitment. (A) Genome browser views shows a locus
containing the promoters for the housekeeping genes Arl3 and Sfxn2 with ChIP-Seq enrichment signals for K4me3, K27me3, and Ezh2 in mouse ES
cells. This region contains a 1.8 kb CpG island that has the transcription factor motifs clustered on one side. Below shows the regions used for
integration into the gene desert BAC. (B) After integration into mouse ES cells, ChIP-qPCR was conducted using three primers from the CpG island
inserts and 3 primers in the flanking gene desert sequence. The motif devoid Arl3 section shows de novo PRC2 (Ezh2) recruitment and K4me3 and
K27me3 enrichment. (C) The motif containing Sfxn2 half shows no enrichment for K27me3 but significant enrichment for K4me3, similar to the
endogenous locus shown in (A) (n=2 biological replicates).
Figure 4. PRC2 is recruited to E.coli GC-rich sequences in mouse ES cells. The E. coli genome was scanned for 1 kb regions that met the
criteria for a mammalian CpG island and had few motifs for mammalian transcription factors (see Methods). (A,B) Both GC-rich segments adopt a
‘bivalent’ chromatin state with K27me3 and K4me3 and recruit PRC2 (Ezh2) upon integration in mouse ES cells. (C) A non-CG rich region of the E. coli
genome failed to recruit Ezh2 and lacked K4me3 and K27me3 (n=2 biological replicates).
Recruitment of Polycomb in ES Cells
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Several possible mechanistic models could explain the causality
of GC-rich DNA elements in PRC2 recruitment (Figure 5). First,
we note that CpG islands have been shown to destabilize
nucleosomes in mammalian cells . At transcriptionally inactive
loci, this property could increase their accessibility to PRC2-
associated proteins with DNA affinity but low sequence specificity,
such as Jarid2 or AEBP2 [32–35,43] (Figure S10). Although this
association would be abrogated by transcriptional activity at most
CpG islands, those lacking activation signals would remain
permissive to PRC2 association (Figure 5). In support of this
model, PRC2 targets in ES cells are also enriched for H2A.Z and
H3.3, histone variants linked to nucleosome exchange dynamics
[44,45]. Alternatively or in addition, targeting could be supported
by DNA binding proteins with affinity for low complexity GC-rich
motifs or CpG dinucleotides, such as CXXC domain proteins
. Localization may also be promoted or stabilized by long and
short non-coding RNAs [47–50] as well as by the demonstrated
affinity of PRC2 for its product, H3K27me3 [11,12]. Notably,
PRC2 recruitment in ES cells appears distinct from that in
Drosophila, as we do not find evidence for involvement of PRE-like
sequence motifs or mammalian homologues such as YY1.
It should be emphasized that PRC2 localization does not
necessarily equate with epigenetic repression. Indeed virtually all
PRC2 bound sites in ES cells, and all CpG islands tested here, are
also enriched for K4me3, and presumably poised for activation
upon differentiation. Epigenetic repression during differentiation
may require PRC1 and thus depend on additional binding
determinants. YY1 remains an intriguing candidate in this regard,
given prior evidence for physical and genetic interactions with
PRC1 [51,52]. YY1 consensus motifs are present in the Polycomb-
dependent silencing elements recently identified in the MafB and
HoxD loci. Interestingly, the HoxD element combines a CpG
island with a cluster of conserved YY1 motifs. Mutation of the
motifs abrogated PRC1 binding but left PRC2 binding intact. Still,
the fact that only a small fraction of documented PRC2 and PRC1
sites have YY1 motifs or binding suggests that this transcription
factor may act indirectly and/or explain only a subset of cases.
Nonetheless, it is likely that a fully functional epigenetic silencer
would require a combination of features, including a GC-rich
PRC2 element as well as appropriate elements to recruit PRC1.
Further study is needed to expand the rules for PRC2 binding to
include a global definition of PRC1 determinants and ultimately,
to understand how the initial landscape facilitates the maintenance
of gene expression programs in the developing organism.
BAC construct design
BAC constructs CTD331719L (‘Zfpm2 44’), CTD-2535J16
(‘Pax5’) and CTD-3219L19 (‘Gene Desert’) were obtained from
Open Biosystems. Recombineering was done using the RedET
system (Open Biosystems) in DH10B cells. Homology arms 200–
500 bp in length were PCR amplified and cloned into a PGK;
Neomycin cassette (Gene Bridges). This cassette was used to
recombineer all BACs to enable selection in mammalian cells. The
22 kb hZfpm2 BAC was created by restricting the hZfpm2 BAC at
two sites using ClaI, and re-ligating the BAC lacking the
intervening sequence. The CpG island was excised from the
22 kb hZfpm2 BAC by amplification of flanking homology arms,
and cloned into a construct containing an adjacent ampicillin
cassette (Frt-amp-Frt; Gene Bridges). After recombination, the
ampicillin cassette was removed using Flp-recombinase and
selection for clones that lost ampicillin resistance (Flp-706; Gene
Bridges). PCR across the region confirmed excision of the CpG
island. For the Gene Desert BACs, the Zfpm2, Arl3, Sfxn2 and E.
coli CpG islands were amplified with primers containing XhoI
sites and cloned into the Frt-amp-Frt vector that contains
homology arms from the Gene Desert region. The final constructs
were confirmed by sequencing across recombination junctions. All
primers used for CpG islands and recombineering homology arms
are listed in Table S2.
Transgenic ES cell and ChIP experiments
ES cells (V6.5) were maintained in ES cell medium (DMEM;
Dulbecco’s modified Eagle’s medium) supplemented with 15%
fetal calf serum (Hyclone), 0.1 mM ß-mercaptoethanol (Sigma),
Figure 5. A model showing CpG islands as a chromatin switch. (A) Features common to both active and inactive CpG islands include
destabalization of nucleosomes, simple GC-motifs, K4me3 and lack of DNA methylation. Additionally, many CpG island transcribe small non-coding
GC-rich RNAs. Active CpG islands contain motifs associated with numerous activating transcription factors and transcriptional machinery, which likely
prevent PRC2 from binding. In contrast, CpG islands lacking activating motifs are bound by PRC2 which, through a positive feedback loop with
K27me3, maintains an inactive state.
Recruitment of Polycomb in ES Cells
PLoS Genetics | www.plosgenetics.org7 December 2010 | Volume 6 | Issue 12 | e1001244
2 mM Glutamax, 0.1 mM non-essential amino acid (NEAA;
Gibco) and 1000U/ml recombinant leukemia inhibitory factor
(ESGRO; Chemicon). Roughly 50 mg of linearized BAC was
nucleofected using the mouse ES cell nucleofector kit (Lonza) into
106mouse ES cells, and selected 7–10 days with 150 mg/ml
Geneticin (Invitrogen) on Neomycin resistant MEFs (Millipore).
Individual resistant colonies were picked, expanded and tested for
integration of the full length BAC by PCR. Differentiation of
hZfpm2 ES cell clone 1 into a population of neural progenitor
(NP) cells was done as previously described . FISH analysis
was done as described previously . DNA methylation analysis
was done as previously described  and primers used to amplify
bisulfite treated DNA are listed in Table S2.
For each construct, between one and three ES cell clones were
expanded and subjected to ChIP using antibody against K4me3
(Abcam ab8580 or Upstate/Millipore 07-473), K27me3 (Upstate/
Millipore 07-449), Ezh2 (Active Motif 39103 or 39639), or Ring1B
(MBL International d139-3) as described previously [5,7,39]. ChIP
DNA was quantified by Quant-iT Picogreen dsDNA Assay Kit
(Invitrogen). ChIP enrichments were assessed by quantitative PCR
analysis on an ABI 7500 with 0.25 ng ChIP DNA and an equal
mass of un-enriched input DNA. Enrichments were calculated
from 2 or 3 biologically independent ChIP experiments. For
K27me3, and Ezh2 enrichment, background was subtracted by
normalizing over a negative genomic control. Error bars represent
standard error of the mean (SEM). We confirmed that the human
specific primers do not non-specifically amplify mouse genomic
DNA. Primers used for qPCR are listed in Table S2.
Genomic and computational analysis
Genomewide maps of YY1 binding sites were determined by
ChIP-Seq as described previously . Briefly, ChIP was carried
out on 66107cells using antibody against YY1 (Santa Cruz
Biotechnology sc-1703). ChIP DNA was used to prepare libraries
which were sequenced on the Illumina Genome Analyzer. Density
profiles were generated as described . Promoters (RefSeq;
http://genome.ucsc.edu) were classified as positive for YY1,
H3K4me3 or H3K27me3 if the read density was significantly
enriched (p,1023) over a background distribution based on
randomized reads generated separately for each dataset to account
for the varying degrees of sequencing depth. ChIP-Seq data for
YY1 are deposited to the NCBI GEO database under the
following accession number GSE25197 (http://www.ncbi.nlm.
nih.gov/projects/geo/query/acc.cgi?acc=GSE25197). Sites of
Ezh2 enrichment (p,1023) were calculated genomewide using
sliding 1 kb windows, and enriched windows within 1 kb were
merged. DNA methylation levels were calculated using previously
published Reduced Representation Bisulphite Sequenced (RRBS)
libraries . Composite plots represent the mean methylation
level in sliding 200 bp windows in the the 10 kb surrounding the
TSSs of the indicated gene sets.
YY1 motifs were identified using the MAST algorithm 
where a match to the consensus motif was defined at significance
level 561025. Candidate CpG islands for TF motif analysis were
identified by scanning annotated CpG islands (http://genome.
ucsc.edu) for asymmetric clustering of motifs related to transcrip-
tional activation in ES cells . Motifs shown in Figure 3A and
Figure S6 are from UCSCs TFBS conserved track. GC-rich
elements from the E. coli K12 genome were selected by calculating
%GC and CpG O/E in sliding 1 kb windows. Sequences
matching the criteria for mammalian CpG islands while
simultaneously being depleted of motifs related to transcriptional
activation  were chosen for insertion into mouse ES cells.
Transcriptionally inactive HCPs were selected based on a lack of
transcript enrichment by both expression arrays  and RNA-
Seq data . In the case of RNA-Seq, each gene was assigned the
maximum read density within any 1 kb window of exonic
sequence. To ease analysis of promoter CpG island statistics, only
HCPs containing a single CpG island were considered.
was used to examine the role of DNA sequence in determining
histone modification patterns in embryonic stem cells.
Found at: doi:10.1371/journal.pgen.1001244.s001 (0.34 MB PDF)
A schematic of the transgenic chromatin assay that
CTD331719L (hZFPM2), labeled with Cy3-dUTP (red), and a
control mouse probe BAC (RP23-442F1, located on mouse
chromosome 15), labeled with FITC-dUTP (green) along with
DNA stained with DAPI (blue). A MEF feeder cell (A) shows two
copies of the mouse probe (green arrows), and lacks a copy of
hZfpm2. A transgenic ES cell (B) shows two copies of the mouse
probe (green arrows) and one copy of hZFPM2 probe (red arrow).
Found at: doi:10.1371/journal.pgen.1001244.s002 (0.51 MB PDF)
Transgenic mouse ES cells and associated mouse
were probedbyFISH cells usingHumanBAC
44 kb hZfpm2 locus were examined using ChIP-qPCR similar to
Figure 1C. Both show enrichment of H3K4me3 and H3K27me3
across the gene promoter. (B) ChIP-seq map of the human Pax5
locus in human ES cells show broad regions of H3K4me3 and
H3K27me3 enrichment. Bottom panel shows ChIP-qPCR of
transgenic mouse ES cells carrying a 50 kb region of the hPax5
locus showing a similar enrichment of H3K4me3 and H3K27me3
across the region. (Error bars represent SEM, n=3). Primer
numbers correspond to primer names in Table S2.
Found at: doi:10.1371/journal.pgen.1001244.s003 (0.25 MB PDF)
(A) Two additional mES cell clones containing the
methylation at both bivalent and K4me3 only promoters in mouse
ES cells. (B) Schematic showing the CpG island of the Zfpm2 BAC
remains free of DNA methylation upon integration into mouse ES
cells. (C) The raw data used to create (B) shows aligned sequencing
reads of Zfpm2 ES cell genomic DNA that was bisulfite treated
(see Methods). Unmethylated and in vitro methylated BAC DNA
are shown as controls. The underlined bases indicate sites of CG
Found at: doi:10.1371/journal.pgen.1001244.s004 (0.22 MB PDF)
(A) Composite plots showing the lack of DNA
of the hZfpm2 locus was examined using ChIP-qPCR. As seen
with the first clone (Figure 1B) this clone also shows enrichment of
H3K4me3 and H3K27me3 at the gene promoter. (B) Additional
clones of transgenic ES cells containing the Gene Desert BAC with
the hZfpm2 CpG island inserted show enrichment of H3K4me3
and H3K27me3 as seen with clone #1 (Figure 2C). (C) The
Zfpm2 Gene Desert BAC shows no enrichment of YY1, in
contrast to the promoter of Rpl13a. Error bars equal to SEM
(n=2) Primer Key (see Table S3 for sequences): Genomic
Ctrl=mouse neg genomic control
Found at: doi:10.1371/journal.pgen.1001244.s005 (0.15 MB PDF)
(A) One additional mES cell clone containing 22 kb
the Zfpm2 locus are shown. (B) The 1.7 kb CpG island contains 4
conserved motifs (see Methods). (C) PRC2 signal is inversely
correlated with YY1 signal at 17,761 promoters in mouse ES cells.
(D) PRC2 activity as measured by K27me3 also shows an inverse
correlation with YY1 in mouse neural stem (NS) cells. (E)
Genome-wide binding profiles show YY1 is predominantly over
(A) The GC-richness and locations of YY1 motifs for
Recruitment of Polycomb in ES Cells
PLoS Genetics | www.plosgenetics.org8December 2010 | Volume 6 | Issue 12 | e1001244
1 mb away from the nearest Ezh2 site. By comparison CpG
islands (F) show close proximity to Ezh2 sites in ES cells.
Found at: doi:10.1371/journal.pgen.1001244.s006 (2.21 MB PDF)
content (HCPs) shows Ezh2 positive promoters have significantly
lower RNA-Seq scores compared to Ezh2 negative promoters.
The dashed line represents the highest expression seen at LCPs.
All transcriptionally inactive HCPs containing a single CpG island
were scored for Ezh2 enrichment (see text and Methods). (B) The
scatter plot indicates length and %GC for Ezh2-positive and Ezh2-
negative CpG islands with low RNA-Seq scores in mouse ES cells.
Found at: doi:10.1371/journal.pgen.1001244.s007 (0.41 MB PDF)
(A) Analysis of gene promoters with high CpG
BAC with the Sfxn2 CpG island was examined using ChIP-qPCR.
As seen with the first clone (Figure 3B) this clone also shows
significant enrichment of H3K4me3 but not H3K27me3 at the
CpG island. Error Bars represent SEM (n=2).
Found at: doi:10.1371/journal.pgen.1001244.s008 (0.15 MB PDF)
One additional mES cell clone containing gene desert
DNA construct was analyzed by ChIP-qPCR. As seen with the
first clones (Figure 4A–4C) the CpG island clones show significant
enrichment of K4me3, K27me3 and Ezh2 at the gene promoter.
Error Bars represent SEM (n=2) (B) As a negative control, E. Coli
CpG island #1 was also tested for the chromatin modifiers Jarid1a
and Kmt4, which showed no enrichment.
Found at: doi:10.1371/journal.pgen.1001244.s009 (0.22 MB PDF)
(A) One additional mES cell clone for each E. coli
CpG island (primer 6) of the 44 kb BAC (A), the Zfpm2 CpG
island (primer Z1) within the Gene Desert BAC (B) and the GC-
ChIP-qPCR shows Jarid2 enrichment signal at the
rich element (primers 1.1, 1.2) from E. Coli (C). Error Bars
represent SEM (n=2).
Found at: doi:10.1371/journal.pgen.1001244.s010 (0.15 MB PDF)
Found at: doi:10.1371/journal.pgen.1001244.s011 (0.07 MB
YY1 bound sites in mouse ES cells and NS cells.
Found at: doi:10.1371/journal.pgen.1001244.s012 (0.02 MB
Primer sequences used for recombineering and qPCR.
Found at: doi:10.1371/journal.pgen.1001244.s013 (0.01 MB
Motifs and sequences of E. Coli GC-rich and AT
We thank A. Goren, A. Meissner, J. Rinn, T. Mikkelsen, M. Guttman, E.
Lander, and N. Shoresh for helpful discussions. We thank D. Reinberg for
generously sharing Jarid2 antibody. We acknowledge L. Zagachin and the
MGH RT-PCR core for technical assistance with quantitative PCR, as
well as N. Geijsen and G. Mohapatra for assistance with cell culture and
FISH respectively. We thank the staff of the Broad Institute Genome
Sequencing Platform for assistance with reagents and data generation. We
acknowledge David Conner of Harvard Medical School for recombineer-
ing and transgenic cell assistance.
Conceived and designed the experiments: EMM RPK BEB. Performed the
experiments: EMM RPK TT VWZ BI ASC MK. Analyzed the data:
EMM RPK. Wrote the paper: EMM RPK BEB.
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