Rupa Marya v. Warner Chappell Music Inc

Filing 312

SETTLEMENT AGREEMENT Revised Class Action Settlement Agreement filed by Plaintiffs Good Morning to You Productions Corp, Majar Productions LLC, Rupa Marya, Robert Siegel. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E)(Manifold, Betsy)

EXHIBIT D

EXHIBIT D
Page 72

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UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
WESTERN DIVISION

11 GOOD MORNING TO YOU
PRODUCTIONS CORP., et al.,
12
Plaintiffs,
13
v.
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WARNER/CHAPPELL MUSIC, INC.,
15 et al.,
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17
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Lead Case No. CV 13-04460-GHK
(MRWx)
[PROPOSED] REVISED ORDER
GRANTING MOTION FOR
PRELIMINARY APPROVAL OF
CLASS ACTION SETTLEMENT

Defendants.
Judge:

Hon. George H. King,
Chief Judge

Courtroom: 650

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EXHIBIT D
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1

WHEREAS, a putative class action captioned Good Morning to You

2 Productions Corp., et al. v. Warner/Chappell Music, Inc., et al., Lead Case No. CV
3 13-04460-GHK (MRWx) is pending before the Court, and
4

WHEREAS, Good Morning to You Productions Corp., Robert Siegel, Rupa

5 Marya d/b/a Rupa & The April Fishes, and Majar Productions, LLC (collectively,
6 the “Plaintiffs” or “Class Representatives”), individually and on behalf of the
7 Settlement Class (defined below); Defendants Warner/Chappell Music, Inc., and
8 Summy-Birchard

Inc.

(jointly,

“Defendants”

or

“Warner/Chappell”);

and

9 Intervenors the Association for Childhood Education International and the Hill
10 Foundation, Inc. (jointly, “Intervenors”) (Plaintiffs, Defendants and Intervenors,
11 collectively, the “Parties”) have entered into a Settlement Agreement (“Settlement
12 Agreement”), which, together with the exhibits attached thereto, sets forth the terms
13 and conditions for a proposed settlement and dismissal of the Action with prejudice
14 as to Defendants for the claims of the Settlement Class upon the terms and
15 conditions set forth in the Settlement Agreement, and the Court having read and
16 considered the Settlement Agreement and exhibits attached thereto;
17

This matter coming before the Court upon the agreement of the Parties and

18 the motion of Plaintiffs seeking preliminary approval of the Settlement Agreement,
19 good cause being shown, and the Court being fully advised in the premises,
20

IT IS HEREBY ORDERED, DECREED, AND ADJUDGED AS

21 FOLLOWS:
22

1.

Terms and phrases in this Order shall have the same meaning as

23 ascribed to them in the Settlement Agreement.
24

Settlement Class Certification for Settlement Purposes Only

25

2.

A class (the “Settlement Class”) is certified for settlement purposes

26 only.
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a.

The Settlement Class is defined to mean:

(a) all Persons who, at any time since September 3, 1949, directly paid
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1 Defendants, Intervenors, any of their predecessors-in-interest (or any of the
2 Affiliates of any of the foregoing) for each such Person’s use of the Song;
3

(b) all Persons who, at any time since September 3, 1949, directly paid HFA,

4 Alfred or Faber as agents for Defendants or their predecessors-in-interest for each
5 such Person’s use of the Song; or
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(c) the American Society of Composers, Authors and Publishers (ASCAP),

7 foreign collecting societies (such as, for example, SACEM and GEMA), and any
8 other Person who at any time since September 3, 1949 has issued blanket licenses
9 covering the Song, but only for the amounts allocated to the Song by such Persons
10 and directly paid to Defendants or their predecessors-in-interest (or either’s
11 Affiliates) pursuant to such blanket licenses; or
12

(d)(i) digital rights aggregation services (such as, for example, Music Reports,

13 Inc.), (ii) foreign sub-publishers (such as, for example, EMI Music Publishing Ltd.),
14 and (iii) Persons not enumerated in sub-paragraph (b), (c), or items (i)-(ii) of this
15 sub-paragraph (d) who directly paid Defendants, Intervenors, any of their
16 predecessors-in-interest (or any of the Affiliates of any of the foregoing) on behalf
17 of other Persons for such other Persons’ use of the Song at any time since
18 September 3, 1949, but only to the extent that the Persons listed in items (i)-(iii) of
19 this sub-paragraph (d) directly paid Defendants, Intervenors, any of their
20 predecessors-in-interest (or any of the Affiliates of any of the foregoing) amounts
21 that were comprised of payments by or on behalf of other Persons for such other
22 Persons’ use of the Song.
23

In the case of payments referenced in sub-paragraphs (c) and (d), the Persons

24 enumerated in sub-paragraphs (c) and (d) who made the direct payments to
25 Defendants, Intervenors, any of their predecessors-in-interest (or any of the
26 Affiliates of any of the foregoing) are part of the Settlement Class, whereas the
27 Persons on whose behalf such Persons obtained the rights to use the Song (whether
28 through a blanket license or otherwise) are not part of the Settlement Class.
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1

For purposes of this definition, the term “directly paid” includes payments

2 made by a Person’s accountant, attorney, business manager or similar agent acting
3 for such Person solely in the capacity of remitting payment and not for the purpose
4 of providing licensing services to other Persons. In the case of a direct payment by
5 a Person’s accountant, attorney, business manager or similar agent as described in
6 the preceding sentence, said Person on whose behalf the payment is made is the
7 Person in the Settlement Class (subject to all other requirements of this definition),
8 and that Person’s accountant, attorney, business manager or similar agent as
9 described in the preceding sentence is not in the Settlement Class by virtue of that
10 payment.
11

Excluded from the Settlement Class are the following: (I) Defendants, their

12 Affiliates, and HFA, and their respective officers, directors and employees; (II)
13 Intervenors, their subsidiaries, and Affiliates and their respective officers, directors,
14 employees; and (III) Class Counsel, Defendants’ Counsel, and Intervenors’ Counsel.
15 For the avoidance of doubt, Alfred and Faber are part of the Settlement Class under
16 sub-paragraph (a) with respect to their own direct licenses of the Song from
17 Defendants or their predecessors-in-interest (or either’s Affiliates), but only the sub18 licensees of Alfred and Faber are part of the Settlement Class under sub-paragraph
19 (b).
20

b.

The Settlement Class consists of thousands of persons or entities,

21 there are questions of law or fact common to the Settlement Class, Plaintiffs’ claims
22 are typical of those of the Settlement Class, and Plaintiffs will fairly and adequately
23 protect the interests of the Settlement Class. Accordingly, the requirements for class
24 certification under Fed. R. Civ. P. 23(a) are satisfied.
25

c.

In addition, the questions of law or fact common to the

26 Settlement Class predominate over any individual questions, and the class action
27 mechanism is superior to other available methods for the fair and efficient
28 adjudication of this controversy. Consequently, the Settlement Class satisfies the
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1 requirements of Fed. R. Civ. P. 23(b)(3).
2

3.

The Court hereby appoints Plaintiffs Good Morning to You

3 Productions Corp., Robert Siegel, Rupa Marya d/b/a Rupa & The April Fishes, and
4 Majar Productions, LLC as Class Representatives.
5

4.

The Court hereby appoints Wolf Haldenstein Adler Freeman & Herz

6 LLP (“Wolf Haldenstein”); Randall S. Newman PC; Hunt, Ortmann, Palffy, Nieves,
7 Darling & Mah, Inc.; Donahue Fitzgerald, LLP; and Glancy Prongay & Murray,
8 LLP as Class Counsel and Wolf Haldenstein as Lead Class Counsel.
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Preliminary Approval
5.

Plaintiffs have moved the Court for an order approving the settlement

11 of the Action in accordance with the Settlement Agreement, which, together with
12 the documents incorporated therein, sets forth the terms and conditions for a
13 proposed settlement and dismissal of the Action with prejudice against Defendants,
14 and the Court having read and considered the Settlement Agreement and having
15 heard the Parties and being fully advised in the premises, hereby preliminarily
16 approves the Settlement Agreement in its entirety subject to the Final Approval
17 Hearing referred to in Paragraph 22 of this Order.
18

6.

This Court finds that it has jurisdiction over the subject matter of this

19 action and over all Parties to the Action, including all members of the Settlement
20 Class.
21

7.

The Court finds that, subject to the Final Approval Hearing, the

22 Settlement Agreement falls within the range of possible approval as fair, reasonable,
23 adequate, and in the best interests of the Settlement Class. The Court further finds
24 that the Settlement Agreement substantially fulfills the purposes and objectives of
25 the class action, and provides beneficial relief to the Settlement Class. The Court
26 also finds that the Settlement Agreement: (a) is the result of serious, informed, non27 collusive arm’s length negotiations involving experienced counsel familiar with the
28 legal and factual issues of this case and made with the assistance of David Rotman,
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1 Esq., of Gregorio, Haldeman & Rotman; (b) is sufficient to warrant notice of the
2 Settlement Agreement and the Final Approval Hearing to the Settlement Class; (c)
3 meets all applicable requirements of law, including Federal Rule of Civil Procedure
4 23, and the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715; and (d) is not a
5 finding or admission of liability by Defendants or Intervenors.
6

Notice and Administration

7

8.

Rust Consulting, Inc., is hereby appointed as Settlement Administrator

8 and shall perform all the duties of the Settlement Administrator as set forth in the
9 Settlement Agreement and this Order.
10

9.

The Court finds that the Notice and Notice Plan as set forth in the

11 Settlement Agreement are reasonably calculated to, under all circumstances, apprise
12 the members of the Settlement Class of the pendency of this action, certification of
13 the Settlement Class for settlement purposes only, the terms of the Settlement
14 Agreement, and their right to object to the Settlement or to exclude themselves from
15 the Settlement Class.

The Notice and Notice Plan are consistent with the

16 requirements of Rule 23 and due process, and constitute the best notice practicable
17 under the circumstances.
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10.

The Court therefore approves the Notice and the Notice Plan, including

19 the Mail Notice and Publication Notice attached as Exhibits 1 and 2, respectively, to
20 this Order. The Court also approves the Claim Form, attached as Exhibit 3 to this
21 Order, and claims administration procedures set forth in the Settlement Agreement.
22 The Parties may, by agreement, revise the Mail Notice, Publication Notice, and/or
23 Claim Form in ways that are not material, or in ways that are appropriate to update
24 those documents for purposes of accuracy or formatting.
25

11.

Pursuant to Section 5 of the Settlement Agreement, the Notice Plan

26 shall be implemented as follows: Within five (5) days of the entry of this Order,
27 Defendants shall provide the Settlement Class Member Address List to the
28 Settlement Administrator. Within twenty-one (21) days of the entry of this Order,
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1 the Settlement Administrator shall mail the Mail Notice, substantially in the form of
2 Exhibit 1 to this Order, and the Claim Form, substantially in the form attached to
3 this Order

as Exhibit 3, to each Settlement Class Member identified in the

4 Settlement Class Member Address List.
5

12.

Within five (5) days after mailing the Mail Notice, the Settlement

6 Administrator shall cause the Publication Notice, substantially in the form attached
7 to this Order as Exhibit 2, to appear once each in The Hollywood Reporter (in one8 eighth page size), the U.S. edition of Variety (in one-eighth page size), and
9 Billboard (in one-eighth page size).
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13.

Within five (5) days after entry of this Order, the Settlement

11 Administrator shall publish the Website Notice, substantially in the form attached to
12 this Order as Exhibit 1, through the Settlement Website. The Settlement Website
13 shall be developed, hosted, and maintained by the Settlement Administrator through
14 the Final Settlement Date.
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14.

The Defendants shall have complied with the requirements of 28

16 U.S.C. § 1715 and served notice of the proposed Settlement Agreement upon the
17 appropriate government officials within (10) days after the Settlement Agreement
18 was filed with the Court.
19

15.

Settlement Class Members who wish to receive a payment under the

20 Settlement Agreement must complete and submit a timely and valid Period One
21 Claim Form and/or Period Two Claim Form. All Claims must be postmarked or
22 received by the Settlement Administrator on or before the Claims Deadline, which is
23 hereby set as sixty (60) days after the Notice Date.
24

Exclusion

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16.

Persons or entities who would otherwise be in the Settlement Class but

26 who wish to exclude themselves from the Settlement Class for purposes of this
27 Settlement may do so by submitting a request for exclusion to the Settlement
28 Administrator on or before the Objection/Exclusion Deadline, which is hereby set as
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1 sixty (60) days after the Notice referred to in Paragraph 22 of this Order. The
2 request for exclusion must comply with the exclusion procedures set forth in the
3 Settlement Agreement and include the case number of the Action; such person or
4 entity’s name, address, email address (if applicable), phone number and signature
5 (or the signature of an authorized representative of such person or entity); the date(s)
6 of all direct payment(s) to Defendants or Defendants’ predecessors-in-interest or
7 either’s Affiliates or HFA, Alfred or Faber for use of the Song, and the dollar
8 amount(s) paid to Defendants or Defendants’ predecessors-in-interest or either’s
9 Affiliates or HFA, Alfred or Faber for use of the Song; and a statement that such
10 person or entity wishes to be excluded from the Settlement Class for purposes of this
11 Settlement. A request for exclusion may not request exclusion of more than one
12 Settlement Class Member.
13

17.

Any member of the Settlement Class who timely requests exclusion

14 consistent with these procedures shall not: (i) be bound by the Final Order and
15 Judgment; (ii) be entitled to relief under the Settlement Agreement; (iii) gain any
16 rights by virtue of the Settlement Agreement; or (iv) be entitled to object to any
17 aspect of the Settlement Agreement. However, members of the Settlement Class
18 who fail to submit a valid and timely request for exclusion shall be bound by all
19 terms of the Settlement Agreement and the Final Order and Judgment, regardless of
20 whether they have otherwise requested exclusion from the Settlement Class.
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Objections

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18.

Any member of the Settlement Class who has not filed a timely and

23 valid request for exclusion may object to the granting of final approval to the
24 Settlement Agreement. Settlement Class Members may object on their own, or may
25 do so through separate counsel at their own expense.
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19.

Any Settlement Class Member who intends to object to this Settlement

27 Agreement must present the objection in writing, which must be personally signed
28 by the objector and include: (a) the objector’s name, address, email address, and
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1 contact phone number; (b) an explanation of the basis upon which the objector
2 claims to be a Settlement Class Member; (c) all grounds for the objection, including
3 any supporting law or evidence, if any; (d) the name and contact information of any
4 and all attorneys representing the objector in connection with the preparation or
5 submission of the (the “Objecting Attorneys”); and (e) a statement indicating
6 whether the objector intends to appear at the Final Approval Hearing (either
7 personally or through counsel who files an appearance with the Court in accordance
8 with the Court’s Local Rules). An objector or the Objector’s counsel shall not be
9 permitted to speak at the Final Approval Hearing unless notice of such intent (as
10 described in (e) above) is either timely filed with or mailed to the Court.
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20.

All objections and any papers submitted in support of such objections

12 must be submitted to the Court on or before the Objection/Exclusion Deadline either
13 by mailing them to the Class Action Clerk, or by filing them in person at any
14 location of the United States District Court for the Central District of California,
15 except that any objection made by a Settlement Class Member represented by
16 counsel must be filed through the Court’s Case Management/Electronic Case Filing
17 (CM/ECF) system.
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21.

Any Settlement Class Member who fails to timely mail or file a written

19 objection with the Court in accordance with the terms of this Settlement Agreement
20 and as detailed in the Notice shall not be permitted to object to the Settlement at the
21 Final Approval Hearing, and shall be foreclosed from seeking any review of the
22 Settlement by appeal or other means and shall be deemed to have waived his, her or
23 its objections and be forever barred from making any such objections in the Action
24 or any other action or proceeding.
25

Final Approval Hearing

26

22.

A Final Approval Hearing shall be held before this Court on June 27, ,

27 2016 at 9:30 A.M. in Courtroom 650 of the United States District Court for the
28 Central District of California, located at 255 East Temple Street, Los Angeles, CA
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1 90012, to consider: (a) whether the proposed settlement of the Action on the terms
2 and conditions provided for in the Settlement Agreement is fair, reasonable and
3 adequate and should be given final approval by the Court; (b) whether a final
4 judgment should be entered; (c) whether to award payment of attorneys’ fees and
5 expenses to Class Counsel and in what amount; and (d) whether to award payment
6 of incentive awards to the Class Representatives and in what amount. The Court
7 may adjourn the Final Approval Hearing without further notice to Class
8 Members.23. The Court also sets the following dates and deadlines:
Deadline for Dissemination of
Notice by Claims Administrator
(21 Days after Preliminary
Approval entered by Court)
(”Notice Date”)

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March 28, 2016

Deadline for Class Counsel to File April 27, 2016
Settlement and Fee Brief for Final
Approval

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Deadline for Defendants to Object May 27, 2016
to Class Counsel’s Fee and
Expense Petition

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Deadline for Settlement Class
Members to Submit Claims
Deadline for Settlement Class
Members to Object to Settlement
or Opt Out of Settlement Class

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May 27, 2016
May 27, 2016

Deadline for Class Counsel to File June 13, 2016
Reply Brief in further support of
Settlement and Fee Brief for Final
Approval Hearing

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Deadline for Claims
Administrator to File Declaration
re: Claims Administrator

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June 20, 2016

Final Approval Hearing

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June 27, 2016
at 9:30am

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Further Matters

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23.

In order to protect its jurisdiction to consider the fairness of the
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1 Settlement Agreement and to enter a Final Order and Judgment having binding
2 effect on all Settlement Class Members, the Court hereby enjoins all members of the
3 Settlement Class, and anyone who acts or purports to act on their behalf, from
4 pursuing any of the Released Claims.
5

24.

Settlement Class Members shall be bound by all determinations and

6 judgments in the Action concerning the Action and/or Settlement Agreement,
7 whether favorable or unfavorable.
8

25.

All discovery and pretrial proceedings and deadlines are stayed and

9 suspended until further notice from the Court, except for such actions as are
10 necessary to implement the Settlement Agreement and this Order.
11

26.

In the event that the Settlement Agreement is terminated pursuant to the

12 provisions of the Settlement Agreement, then (a) the Settlement Agreement, this
13 Preliminary Approval Order, and the Final Order and Judgment (if applicable)
14 (including but not limited to the certification of the Settlement Class, the
15 appointment of Plaintiffs as Class Representatives, and the appointment of Class
16 Counsel) shall be vacated and shall be null and void, shall have no further force and
17 effect with respect to any Party in this Action, and shall not be used in this Action or
18 in any other proceeding for any purpose; (b) this action will revert to the status that
19 existed before the Settlement Agreement’s execution date; (c)(i) no term or draft of
20 the Settlement Agreement, (ii) nor any part of the Parties’ settlement discussions,
21 negotiations, or documentation (including any declaration or brief filed in support of
22 the motion for preliminary approval or motion for final approval), (iii) nor any
23 rulings regarding class certification for settlement purposes (including the
24 Preliminary Approval Order and, if applicable, the Final Order and Judgment), will
25 have any effect or be admissible into evidence for any purpose in the Action or any
26 other proceeding.
27

27.

The Court may, for good cause, extend any of the deadlines set forth in

28 this Order without further notice to the Settlement Class Members. The Final
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1 Approval Hearing may, from time to time and without further notice to the
2 Settlement Class Members, be continued by order of the Court.
3

IT IS SO ORDERED.

4
5 Date: _________________
6

_________________________________________
HON. GEORGE H. KING
CHIEF UNITED STATES DISTRICT JUDGE

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EXHIBIT D
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EXHIBIT 1

EXHIBIT D
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NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
AND FINAL APPROVAL HEARING AND CLAIM FORM
GOOD MORNING TO YOU PRODUCTIONS CORP., et al. v. WARNER/CHAPPELL MUSIC,
INC., et al. Lead Case No. CV 13-04460-GHK (MRWx) (C.D. Cal. Western Division)
ATTENTION: If you satisfy the following definition (capitalized terms are defined in the
Settlement Agreement, as explained below), you are a member of the Settlement Class and you
may be entitled to a payment from a class action Settlement:
(a) all Persons who, at any time since September 3, 1949, directly paid Defendants, Intervenors, any of
their predecessors-in-interest (or any of the Affiliates of any of the foregoing) for each such Person’s
use of the musical work entitled Happy Birthday to You! with the lyrics, “Happy Birthday to you,
Happy Birthday to you, Happy Birthday dear ______, Happy Birthday to you!” (referred to as “the
Song.”);
(b) all Persons who, at any time since September 3, 1949, directly paid HFA, Alfred or Faber as
agents for Defendants or their predecessors-in-interest for each such Person’s use of the Song; or
(c) the American Society of Composers, Authors and Publishers (ASCAP), foreign collecting
societies (such as, for example, SACEM and GEMA), and any other Person who at any time since
September 3, 1949 has issued blanket licenses covering the Song, but only for the amounts allocated to
the Song by such Persons and directly paid to Defendants or their predecessors-in-interest (or either’s
Affiliates) pursuant to such blanket licenses; or
(d)(i) digital rights aggregation services (such as, for example, Music Reports, Inc.), (ii) foreign
sub-publishers (such as, for example, EMI Music Publishing Ltd.), and (iii) Persons not enumerated in
sub-paragraph (b), (c), or items (i)-(ii) of this sub-paragraph (d) who directly paid Defendants,
Intervenors, any of their predecessors-in-interest (or any of the Affiliates of any of the foregoing) on
behalf of other Persons for such other Persons’ use of the Song at any time since September 3, 1949,
but only to the extent that the Persons listed in items (i)-(iii) of this sub-paragraph (d) directly paid
Defendants, Intervenors, any of their predecessors-in-interest (or any of the Affiliates of any of the
foregoing) amounts that were comprised of payments by or on behalf of other Persons for such other
Persons’ use of the Song.
In the case of payments referenced in sub-paragraphs (c) and (d), the Persons enumerated in
sub-paragraphs (c) and (d) who made the direct payments to Defendants Intervenors, any of their
predecessors-in-interest (or any of the Affiliates of any of the foregoing) are part of the Settlement
Class, whereas the Persons on whose behalf such Persons obtained the rights to use the Song (whether
through a blanket license or otherwise) are not part of the Settlement Class.
For purposes of this definition, the term “directly paid” includes payments made by a Person’s
accountant, attorney, business manager or similar agent acting for such Person solely in the capacity of
remitting payment and not for the purpose of providing licensing services to other Persons. In the case
of a direct payment by a Person’s accountant, attorney, business manager or similar agent as described
in the preceding sentence, said Person on whose behalf the payment is made is the Person in the
Settlement Class (subject to all other requirements of this definition), and that Person’s accountant,
attorney, business manager or similar agent as described in the preceding sentence is not in the
Settlement Class by virtue of that payment.
EXHIBIT D
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Excluded from the Settlement Class are the following: (I) Defendants, their Affiliates, and
HFA, and their respective officers, directors and employees; (II) Intervenors, their subsidiaries, and
Affiliates and their respective officers, directors, employees; and (III) Class Counsel, Defendants’
Counsel, and Intervenors’ Counsel. For the avoidance of doubt, Alfred and Faber are part of the
Settlement Class under sub-paragraph (a) with respect to their own direct licenses of the Song from
Defendants or their predecessors-in-interest (or either’s Affiliates), but only the sub-licensees of Alfred
and Faber are part of the Settlement Class under sub-paragraph (b).
Your rights may be affected by this Settlement. PLEASE READ THIS ENTIRE NOTICE
CAREFULLY.
A Federal Court has authorized this notice. This is not a solicitation from a lawyer.
 The Plaintiffs allege that Defendants do not own a copyright to the Song’s words or music. In

Plaintiffs’ Fifth Amended Complaint, they have asserted claims for: (1) a declaratory judgment;
(2) injunctive relief and damages; (3) violations of California’s Unfair Competition Law; (4)
breach of contract; (5) money had and received; (6) rescission; and (7) violation of California’s
False Advertising Law.
 The Defendants deny the Plaintiffs’ allegations and contend they do own a copyright to the

Song’s words and music. Two other companies, the Association for Childhood Education
International and the Hill Foundation, Inc. (“Intervenors”), recently claimed that if the
Defendants do not own a copyright to the Song’s words and music, then the Intervenors do.
 To avoid the burden, expense, inconvenience, and uncertainty of continued litigation, the Parties

have concluded that it is in their respective best interests to resolve and settle the action by
entering into this Settlement.
 The Defendants and the Intervenors have agreed, after the Court approves the Settlement and the

approval is affirmed on appeal or is not timely appealed, to relinquish their ownership claims to
the Song and all their rights to the Song, and not to claim to own, or represent that they own, a
federal or common law copyright in the Song or charge any fee for use of the Song. The
Defendants and the Intervenors have also agreed that, after the Court approves the Settlement
and the approval is affirmed on appeal or is not timely appealed, all of their rights to the Song
will be in the public domain. Finally, the Defendants and the Intervenors have agreed not to
oppose the Plaintiffs’ request that the Final Judgment and Order include a declaration that, after
the approval of the Settlement is affirmed on appeal or is not timely appealed, the Song will be in
the public domain.


In addition, the Defendants have agreed to make available up to $14 million for the payment of
(1) authorized claims of Settlement Class Members who timely submit a valid Claim Form, on
the terms described below, (2) Settlement Administration and Notice Expenses of up to
$100,000, and (3) any award to Plaintiffs’ Counsel for their attorneys’ fees and costs and any
awards to Plaintiffs for their service to the Settlement Class.

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YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:
Submit a Claim Form to the Settlement Administrator, electronically, by
facsimile, or by U.S. mail by May 27, 2016 and you will receive the payment
SUBMIT A
amount described below, subject to applicable taxes and withholdings. By
CLAIM
doing so, you will be bound by the Settlement and release all claims against
the Defendants and certain others as described below.
If you do nothing, you will not receive any payment, but you will still release
DO
your claims against Defendants and certain others as described below. In
NOTHING
order to receive a payment, you must submit a Claim Form.
Exclude yourself from the Settlement. If you paid Defendants to use the Song
at any time since September 3, 1949, this is the only option that allows you to
bring your own lawsuit or to be part of any other lawsuit against the
Defendants asserting the claims that were or could have been asserted in
EXCLUDE
YOURSELF Plaintiff’s Fifth Amended Complaint. You will not receive any payment under
the Settlement.
If you exclude yourself from the Settlement, you will not be entitled to receive
any payment from the Settlement Fund.
Write to the Court about why you don’t like the Settlement (or any part of it).
You do not need to do anything else to object to the Settlement (or any part of
it). If you object in writing, you may also ask to speak in Court about the
fairness of the Settlement. You may only appear in Court to speak about the
fairness of the Settlement if you file a timely written objection to the
OBJECT
Settlement and provide a timely notice of your intent to appear. You may not
object to the Settlement if you exclude yourself from the Settlement Class. If
you exclude yourself from the Settlement Class, you may not object to the
Settlement or any part of it.
DO NOT CONTACT THE COURT DIRECTLY WITH QUESTIONS. THE COURT WILL
NOT ANSWER ANY OF YOUR QUESTIONS.
BASIC INFORMATION
This Notice summarizes the lawsuit, the Settlement, your legal rights, and what benefits are
available. More details and the definition of capitalized terms used in this Notice are in the Settlement
Agreement. If there is any conflict between this Notice and the terms of the Settlement Agreement or
the Court’s order approving the Settlement Agreement, the Settlement Agreement and Court’s Orders
will control. You can view a copy of the Settlement Agreement and other key documents in this case at
the following web address: http://www.happybirthdaylawsuit.com. You can also access the Court
docket in this case through the Court’s Public Access to Court Electronic Records (PACER) system at
https://ecf.cacd.uscourts.gov.
1. Why did I get this notice?
The Defendants’ or HFA’s records indicate that you paid one or more of them for use of the Song at
some time since September 3, 1949. The Court has ordered that you be sent this notice because you
have a right to know about a proposed Settlement of a class action, and about all of your options,
before the Court decides whether to finally approve the Settlement. If the Court finally approves the
Settlement and the approval is affirmed on appeal or is not timely appealed, payments will be mailed to
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Settlement Class Members who submit valid Claim Forms in a timely manner and who do not exclude
themselves from the Settlement Class, as set forth in the Settlement Agreement and herein.
The Parties who filed this lawsuit are called the “Plaintiffs.” Warner/Chappell Music, Inc. and SummyBirchard Inc. are called the “Defendants.” The Association for Childhood Education International and
the Hill Foundation, Inc. are called the “Intervenors.”
2. What is this lawsuit about?
The Plaintiffs allege that the Defendants and the Intervenors do not own, and never owned, a copyright
to the Song’s words and music. The Plaintiffs have asserted claims that the Defendants must reimburse
everyone who has paid for the Song since September 3, 1949. The claims that are subject to this
Settlement are identified in Plaintiff’s Fifth Amended Complaint and in the Settlement Agreement. To
the extent this summary conflicts with the Fifth Amended Complaint or the Settlement Agreement, the
claims identified in the Settlement Agreement control. You may review the Settlement Agreement, the
Fifth Amended Complaint, and Court’s order preliminarily approving of the Settlement on the
Settlement website at http://www.happybirthdaylawsuit.com. You may also access the Court docket in
this case—which contains a more complete chronology of this lawsuit than that provided in this
abbreviated summary—through the Court’s Public Access to Court Electronic Records (PACER)
system at https://ecf.cacd.uscourts.gov.
The Defendants believe that they own a valid copyright to the Song’s words and music. They deny all
of the allegations of wrongdoing, fault, or liability in Plaintiff’s Fifth Amended Complaint and deny
that they have acted improperly as alleged. The Intervenors believe that if the Defendants do not own
a valid federally registered copyright in the Song, then Intervenors own either the federally registered
copyright or a common law copyright in the Song.
This lawsuit has been actively litigated since it was filed, and the Parties have participated in
discovery. On September 22, 2015, the Court entered partial summary judgment in favor of the
Plaintiffs and against the Defendants, finding that the Defendants do not own, and never owned, a
copyright to the Song’s lyrics. The Defendants moved for reconsideration of that ruling. The Court
scheduled a trial on whether anyone else owns or ever owned such a copyright. Before trial
commenced or the Court ruled on the Defendants’ motion for reconsideration, the Parties exchanged
detailed information about the claims, defenses, and alleged damages at issue for the purposes of
Settlement. Following an all-day mediation session with an independent and experienced mediator,
and extensive additional arm’s-length Settlement negotiations, the Parties reached this Settlement.
On March 7, 2016, the Court found the proposed Settlement is not collusive, is the product of
informed negotiation, has no obvious deficiencies, does not grant preferential treatment to Plaintiffs or
any segment of the Settlement Class, and is within the range of possible approval, so as to justify
preliminary approval of the Settlement and the mailing of this Notice to all Settlement Class
Members.
3. What is a class action?
In a class action, one or more people, called the “Named Plaintiffs” or “Class Representatives,” sue on
behalf of others who have similar claims. The people together are a “Settlement Class” or “Class
Members.” The individual who originally filed the lawsuit is called the Plaintiff. One court will
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resolve the issues for everyone in the Settlement Class – except for those who choose to exclude
themselves from the Settlement Class. For purposes of settling this case, the Parties have agreed to
have the Court treat the case as a class action.
4. Why is there a settlement?
The Court did not ultimately decide in favor of Plaintiffs or Defendants on all the issues presented.
Both sides believe they would have prevailed in the case, but there was no decision ruling in favor of
either party. Instead, both sides agreed to a settlement. That way, they avoid the cost of a trial, and the
people affected will get compensation. The Class Representative and the attorneys think the
Settlement is best for all Settlement Class Members.
WHO IS IN THE SETTLEMENT?
5. Who is in the Settlement?
You are automatically a member of the Settlement Class if: (1) you do not exclude yourself from the
Settlement Class; and (2) you satisfy the definition of the Settlement Class, which is set forth on Pages
1-2 above and in Section 1.53 of the Settlement Agreement.
If the Court grants final approval of the settlement and you timely and properly return a valid Claim
Form as set forth herein, you will receive a settlement payment as described herein.
6. I’m still not sure if I am included.
If you are still not sure whether you are included, you can ask for free help. You can contact the
Settlement Claims Administrator as follows:
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[CITY, STATE ZIP]
[PHONE]
[FAX]
[EMAIL]
WHAT BENEFITS DOES THE SETTLEMENT PROVIDE?
7. What benefits does the Settlement provide? What will I get?
The Settlement provides two benefits: First, the Defendants and the Intervenors have agreed, after the
Court approves the Settlement and the approval is affirmed on appeal or is not timely appealed: (1) to
relinquish their ownership claims to the Song and all their rights to the Song, (2) not to claim to own,
or represent that they own, a federal or common law copyright in the Song or charge any fee for use of
the Song, and (3) that all of their rights to the Song will be in the public domain. Also, the Defendants
and the Intervenors have agreed not to oppose the Plaintiffs’ request that the Final Judgment and Order
include a declaration that, after the approval is affirmed on appeal or is not timely appealed, the Song
will be in the public domain.
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Second, if approved by the Court, the Defendants have agreed to make available up to $14 million for:
(1) the payment of Authorized Claims of Settlement Class Members who timely submit a valid Claim
Form, (2) Settlement Administration and Notice Expenses of up to $100,000, and (3) any award to
Plaintiffs’ Counsel for their attorneys’ fees and costs and awards to Plaintiffs for their service to the
Settlement Class. The payment of these items (which is dependent on Court approval) and the formula
for payment of the authorized claims are described below:
 The Settlement Fund shall cover the first $100,000 of court-approved notice and administrative

expenses. The Defendants will pay all additional court-approved notice and administrative
expenses separately, which will not be deducted from the $14 million Settlement Fund.
 The Settlement Fund shall also cover court-approved payments to Plaintiffs’ Counsel for their

attorneys’ fees and costs and court-approved payment to Plaintiffs for their service to the
Settlement Class. The amount remaining after these payments, called the Net Settlement Fund,
will be made available for payment to Settlement Class Members who timely submit valid Claim
Forms based on the amount they paid and when they paid to use the Song, as follows:
(1) Up to $6,250,000 of the Net Settlement Fund will first be made available to pay the claims
of Settlement Class members who paid to use the Song on or after June 13, 2009 (called the
“Period One Settlement Claims”). Settlement Class members who timely submit valid claims for
their Period One Licensing Costs will be paid in full on their claims (“Authorized Period One
Claims”), unless such payment would exhaust the entire $6,250,000, in which case all
Authorized Period One Claims will be reduced on a pro rata basis as necessary to allocate a total
of $6,250,000 of the Net Settlement Fund to the payment of Authorized Period One Claims. Any
portion of the $6,250,000 remaining after all Authorized Period One Claims are paid in full will
be available to pay Period Two Settlement Claims.
(2) The remainder of the Net Settlement Fund will be made available to pay the claims of
Settlement Class members who paid to use the Song prior to June 13, 2009 (called the “Period
Two Settlement Claims”). Settlement Class members who timely submit valid claims for their
Period Two Licensing Costs will be paid fifteen percent (15%) of their claims (“Authorized
Period Two Claims”), unless such payment would exceed the remainder of the Net Settlement
Fund, in which case all Authorized Period Two Claims will be reduced on a pro rata basis as
necessary not to exceed the amount remaining in the Net Settlement Fund after all Authorized
Period One Claims are paid.
The basis for the differentiation in the claims listed above is that the Period Two Settlement Claims are
subject to additional defenses under the applicable federal and state statute of limitations. These
defenses are not available to the Period One Settlement Claims.
8. How much will my payment be?
It is impossible to know with certainty how much each Settlement Class Member’s payment will be
because the final calculation depends upon the number and size of timely and valid Claim Forms
submitted. However, Settlement Class Members are expected to receive proportionately more for their
Period One Settlement Claims than for their Period Two Settlement Claims. If the total amount of
Period One Claims is equal to or less than $6,250,000, then the Period One Settlement Claims will be
paid in full. If all Settlement Class Members timely submit valid Period One Settlement Claims, they
will receive approximately 57% of their Period One Settlement Claims after payment of administrative
expenses, attorneys’ fees and costs, and the Plaintiffs’ incentive compensation awards. Settlement
Class Members are expected to receive a lower percentage of their Period Two Settlement Claims.
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These payment amounts are estimates. The actual amounts will depend upon the number of Settlement
Class Members who make claims under the Settlement, the actual amount of such claims, the
administrative expenses, attorneys’ fees and costs, and the Plaintiffs’ incentive payments that are
awarded by the Court.
HOW YOU GET SETTLEMENT BENEFITS
9. How can I get my payment?
In order to receive a payment under the Settlement identified in Paragraph 7, you must submit a
valid Claim Form electronically, by facsimile, or by U.S. mail by May 27, 2016. If you timely submit
a valid Claim Form, you will be sent a settlement check (either by physical check or Automated
Clearing House (ACH) transfer if and when the Court approves the Settlement, and after all appeals
have been exhausted. If you do not submit a Claim Form or choose to exclude yourself from the
Settlement Class, then you will not receive any payment.
10. When will I get my payment?
The Court currently is scheduled to hold a hearing on June 27, 2016, at 9:30 a.m. at the United States
District Court for the Central District of California, 255 East Temple Street, Los Angeles, CA 900123332, in Courtroom 650 to determine whether to finally approve the Settlement. If the Court approves
the Settlement, there may be appeals after that. It is always uncertain whether these appeals can be
resolved, and resolving them can take time, perhaps more than a year. Please be patient. You may
check the website at https://happybirthdaylawsuit.com for updated information on the status of the
Settlement.
11. What am I giving up to get a payment or stay in the Settlement Class?
Unless you exclude yourself (as explained in Paragraph 12 below), you will remain in the Settlement
Class. This means that, for example, you cannot sue, continue to sue, or be part of any other lawsuit
against the Defendants for any of the claims related to the Song’s copyright that were or could have
been asserted in the Fifth Amended Complaint covered by the Settlement Agreement. You may view
the Settlement Agreement and Fifth Amended Complaint on the settlement website at
http://happybirthdaylawsuit.com or through the Court’s Public Access to Court Electronic Records
(PACER) system at https://ecf.cacd.uscourts.gov.
If you do not exclude yourself, all of the Court’s orders will apply to you and legally bind you. By
remaining a Settlement Class Member and not opting out, if the Court grants final approval of the
settlement, you will, for example, release Defendants from any claims that you may have regarding
payment for use of the Song at any time since September 3, 1949. Even if you discover facts in
addition to or different from those which you now know or believe to be true with respect to your
claims against the Defendants covered by the Settlement Agreement, upon the Court’s Final Approval
of the Settlement, you shall be deemed to have fully, finally, and forever settled and released any and
all of such claims. When claims are “released,” that means that a person covered by the release cannot
sue the released parties for any of the claims that are covered by the release, as set forth in the
Settlement Agreement. This is true whether such claims are known or unknown, suspected or
unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or
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heretofore have existed upon any theory of law or equity now existing or coming into existence in the
future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or
a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such
different or additional facts.
This Notice is only a summary. The specific claims that you are giving up against the Defendants and
Intervenors are described in detail in the Settlement Agreement. You will be “releasing” Defendants
and Intervenors and all related entities (the “Released Parties”) as described in the Settlement
Agreement.
Because the Settlement Agreement describes the Released Claims and Released Parties with specific
descriptions, you should read it carefully. If you have any questions, you can talk to Class Counsel
listed in Paragraph 23 for free or you can, of course, talk to your own lawyer if you have questions
about what this means.
EXCLUDING YOURSELF FROM THE SETTLEMENT
If you do not want to be bound by this Settlement and do not want a payment from this Settlement, but
you want to keep the right to sue or continue to sue the Defendants on your own for the claims asserted
in the Fifth Amended Complaint, then you must take affirmative steps to get out. This is called
excluding yourself from, or is sometimes referred to as “opting out” of, the Settlement Class.
12. What do I do if I do not want to be bound by the Settlement?
To exclude yourself from the Settlement Class, you must send a letter by U.S. mail that includes the
words, “I opt out of the Happy Birthday Litigation Settlement Class.” You must include your name,
address, email address (if applicable), phone number and signature; the date(s) of all direct payment(s)
to Defendants or Defendants’ predecessors-in-interest or either’s Affiliates or HFA, Alfred or Faber for
use of the Song, and the dollar amount(s) paid to Defendants or Defendants’ predecessors-in-interest or
either’s Affiliates or HFA, Alfred or Faber for use of the Song; and a statement that you wish to be
excluded from the Settlement Class. Your exclusion request must be postmarked no later than May 27,
2016 and must be mailed to:
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[CITY, STATE ZIP]
[PHONE]
[FAX]
[EMAIL]
If you ask to be excluded, you may not submit a Claim Form, you will not get any Settlement payment,
and you cannot object to the Settlement. You will not be legally bound by anything that happens in
this lawsuit. You may also be able to sue (or continue to sue) the Defendants in the future about any of
the legal issues in this case. If you wish to exclude yourself in order to file an individual lawsuit
against the Defendants, you should speak to a lawyer as soon as possible because your claims are
subject to a statute of limitations, which means that they may have expired or will expire on a certain
date.

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13. If I don’t exclude myself, can I sue the Defendants for the same thing later?
No. Unless you exclude yourself, you give up any rights to sue the Defendants for the same or similar
claims in this case. If you have a pending lawsuit, speak to your lawyer in that case immediately to see
if this settlement will affect your other case. Please review a complete description of all Released
Claims and Released Parties set forth in the Settlement Agreement at http://happybirthdaylawsuit.com.
Remember, the exclusion deadline is May 27 , 2016.
14. If I exclude myself, can I get money from this settlement?
No. If you exclude yourself, you will not receive any money from this lawsuit. However, if you
exclude yourself from this lawsuit, you may be able file suit on your own or continue to prosecute your
own case against the Defendants regarding these same claims.
THE LAWYERS REPRESENTING YOU
15. Do I have a lawyer in this case?
The law firms of Wolf Haldenstein Adler Freeman & Herz LLP (“Wolf Haldenstein”); Randall S.
Newman PC; Hunt, Ortmann, Palffy, Nieves, Darling & Mah, Inc.; Donahue Fitzgerald, LLP; and
Glancy Prongay & Murray, LLP have been representing the class as Plaintiffs’ Counsel. Wolf
Haldenstein has been Lead Class Counsel. You will not be charged any fees by these lawyers. You do
not need to retain your own attorney in order to participate as a Settlement Class Member. If you opt
out of the Settlement Class and want to be represented by your own lawyer, you may hire one at your
own expense.
16. How will the lawyers be paid?
Plaintiffs’ Counsel will ask the Court to approve payment of up to $4,620,000 of the Settlement Fund
for attorneys’ fees and to approve reimbursement of their reasonable out-of-pocket costs, excluding the
cost of the settlement notice and administration, up to $400,000. On April 27, 2016, Plaintiffs’ Counsel
will file a petition requesting that the Court approve the payment of reasonable attorneys’ fees and
costs. These fees will compensate Plaintiffs’ Counsel for investigating the facts, litigating the case,
and negotiating the Settlement. The first $100,000 of the cost for settlement administration, if
approved by the Court, will also come from the Settlement Fund. The Court may award less than these
amounts.
Plaintiffs’ Counsel will also ask the Court to approve a payment of $15,000 to one of the Plaintiffs and
$10,000 to each of the other three Plaintiffs in recognition of the risks and burdens they took and their
service to the Class to aid in the investigation and prosecution of the case. The Court may award less
than these amounts.
OBJECTING TO THE SETTLEMENT
You can tell the Court that you do not agree with the settlement or some part of it.

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17. How do I tell the Court that I don’t like the settlement?
If you are a Settlement Class Member, you can object to the Settlement, the request for attorneys’ fees
and expenses, the request for incentive compensation payments to Plaintiffs, and the costs of
administration if you wish to challenge any part of it. You can give reasons why you think the Court
should not approve it. The Court will consider your views. Please note, however, that you cannot ask
the Court to order a larger settlement; the Court can only approve or deny the total Settlement amount
as it is presented. If the Court denies approval, no settlement payments will be sent out and the lawsuit
will continue.
To object, you must either (1) file an objection in the United States District Court for the Central
District of California in person, by ECF, or by U.S. mail addressed to the Clerk of the Court at the
address indicated below and (2) send a letter by U.S. mail to the attorneys indicated below. Your filing
or letter must say that you object to the settlement in Good Morning to You Productions Corp. v.
Warner/Chappell Music, Inc., et al., Lead Case No. CV 13-04460-GHK (MRWx) (C.D. Cal. Western
Division). Be sure to include this case name and number in your filing or letter. Be sure to also include
your name, address, telephone number, the date(s) of your payments to Defendants for the Song, your
signature, and the reasons you object to the settlement. Please use these addresses for mailing your
objection:
To the Court
Clerk of the Court
U.S. DISTRICT COURT FOR THE
CENTRAL DISTRICT OF
CALIFORNIA
255 East Temple Street
Los Angeles, CA 90012-3332
To the Defendants’ Counsel
MUNGER, TOLLES & OLSEN LLP
Attn: Adam I. Kaplan, Esq.
560 Mission Street
San Francisco, CA 94105

To the Plaintiffs’ Counsel
WOLF HALDENSTEIN ADLER
FREEMAN & HERZ LLP
Attn: Betsy C. Manifold, Esq.
750 B Street, Suite 2770
San Diego, CA 92101
To the Intervenors’ Counsel
WHITEFORD TAYLOR PRESTON LLP
Attn: Steven E. Tiller, Esq.
7 St. Paul Street
Baltimore, MD 21202

Your filing must be received and your letters must be postmarked no later than May 27, 2016.
If you are represented by counsel in submitting an objection, that objection must be filed through the
Court’s Case Management/Electronic Case Filing (CM/ECF) system and need not be mailed to the
Court.
18. What’s the difference between objecting and excluding?
Objecting is telling the Court that you do not like something about the Settlement. Excluding yourself
is telling the Court that you do not want to be part of the Settlement Class. You can object to the
Settlement only if you stay in the Settlement Class. If you exclude yourself from the Settlement Class,
you have no basis to object because the case no longer affects you.

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THE COURT’S FINAL APPROVAL HEARING
The Court will hold a Final Approval hearing to decide whether to approve the Settlement. If you
provide notice of your intent to appear at the Final Approval Hearing in your objection, you may ask to
speak at the Final Approval Hearing. See Paragraph 21 below. You may also attend the Final
Approval Hearing and you do not have to speak. If you wish to bring anything to the Court’s attention
about the Settlement, you should provide it in writing according to Paragraph 17 above.
19. When and where will the Court decide whether to approve the settlement?
The Court is presently scheduled to hold a Final Approval hearing on June 27, 2016 at 9:30 a.m., at the
United States District Court for the Central District of California, Courtroom 650, 255 East Temple
Street Los Angeles, CA 90012-3332. Please note that the hearing may be postponed or canceled
without further notice to the Class. Thus, if you plan to attend the hearing, you should check the
website at http://happybirthdaylawsuit.com or through the Court’s Public Access to Court Electronic
Records (PACER) system at https://ecf.cacd.uscourts.gov.
At the Final Approval Hearing, the Court will consider whether the settlement is fair, reasonable, and
adequate. If there are objections, the Court will consider them at that time. The Court may listen to
people who have asked to speak at the hearing. The Court may also decide how much to pay Plaintiffs’
Class Counsel and how much incentive compensation to award the Plaintiffs for their efforts in
litigating this case and achieving this Settlement. After the Final Approval hearing, the Court will
decide whether to approve the Settlement. We do not know how long these decisions will take.
20. Do I have to come to the hearing?
No. Plaintiffs’ Counsel will answer any questions the Court may have. But you are welcome to come
at your own expense. If you submit an objection, you do not have to come to Court to talk about it. As
long as you submitted your written objection on time, the Court will consider it. You may also pay
your own lawyer to attend, but it is not necessary for you to do so.
21. May I speak at the hearing?
If you timely file an objection to the Settlement, you may also ask the Court for permission to speak at
the Final Approval hearing. To do so, you must include the words “I intend to appear at the Final
Approval hearing” in your written objection, which must be filed according to the procedure described
in Paragraph 17 above. Your comments at the Final Approval Hearing will be limited to those reasons
that are included in your written objection. You cannot speak at the Final Approval Hearing if you
exclude yourself from the Settlement.
GETTING MORE INFORMATION
22. Are there more details about the settlement?
This Notice summarizes the proposed settlement. More details are in the Settlement Agreement. If
there is any discrepancy between this Notice and the Settlement Agreement or the Court’s order
granting preliminary approval, the Settlement Agreement or Court’s order will control. You can
review a copy of the Settlement Agreement or Court’s Order granting preliminary approval at website
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at http://happybirthdaylawsuit.com or through the Court’s Public Access to Court Electronic Records
(PACER) system at https://ecf.cacd.uscourts.gov.
23. How do I get more information?
If you have other questions about the settlement, you can go to the website at
http://happybirthdaylawsuit.com or contact the Claims Administrator or Class Counsel at the addresses
and/or telephone numbers below:
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[CITY, STATE ZIP]
[PHONE]
[FAX]
[EMAIL]
Or
Betsy C. Manifold, Esq.
WOLF HALDENSTEIN ADLER
FREEMAN & HERZ LLP
750 B Street, Suite 2770
San Diego, CA 92101
Tel: [phone]
DO NOT CONTACT THE COURT DIRECTLY WITH QUESTIONS.
THE COURT WILL NOT ANSWER ANY OF YOUR QUESTIONS.
DATED: [Insert Date of Mailing]

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EXHIBIT 2

EXHIBIT D
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TO: Everyone who directly paid Warner/Chappell Music, Inc., Summy-Birchard Inc., the
Association for Childhood Education International, the Hill Foundation, Inc., any of their
predecessors-in-interest, or any of the affiliates of any of the foregoing to use Happy
Birthday to You (the “Song”) at any time since September 3, 1949, on their own behalf, on
behalf of any other person or entity, or both; and everyone who directly paid the Harry
Fox Agency, Alfred Music, Inc., or Faber Music Ltd., for use of the Song (jointly, the
“Settlement Class”) (If you paid only ASCAP, a foreign collecting society, a digital rights
aggregation service, or a foreign sub-publisher, you are not part of the Settlement Class):
YOU ARE HEREBY NOTIFIED that a proposed settlement has been reached in the class
action captioned Good Morning to You Productions Corp. v. Warner/Chappell Music, Inc., et al.,
Lead Case No. CV 13-04460-GHK (MRWx) (C.D. Cal. Western Division) (the “Action”). A
hearing will be held on June 27, 2016, at 9:30 a.m. before the Hon. George H. King, at the
United States District Court for the Central District of California, Courtroom 650, 255 East
Temple Street Los Angeles, CA 90012-3332. The purpose of the hearing is for the Court to
determine, among other things: (1) whether the proposed settlement of the claims asserted in the
Action should be approved by the Court as fair, reasonable and adequate; (2) whether the Action
should be dismissed with prejudice pursuant to the terms and conditions of the settlement;
(3) whether the Court should declare that, after the Settlement is finally approved and that
approval is affirmed on appeal or is not timely appealed, the Song will be in the public domain;
(4) whether the plan for paying claims under the settlement should be approved; (5) whether the
notice administrative costs should be approved; and (6) whether the application of Plaintiffs’
Counsel for attorneys’ fees and costs and the application for Plaintiffs’ incentive compensation
should be approved.
If you are a member of the Settlement Class, you must file a Claim Form no later than
May 27, 2016 to participate in the recovery.
If you believe you are a Settlement Class Member and wish to exclude yourself from the
settlement, you must do so in writing no later than May 27, 2016. If the settlement is approved
by the Court and its judgment becomes final, you will be bound by the settlement and the release
of the claims it includes unless you submit a request to be excluded.
If you believe that you are a Settlement Class Member or that your rights may be affected
by the Settlement and wish to object to any part of the Settlement, including any declaration the
Court may be asked to make regarding whether the Song is in the public domain, the plan for
paying claims under the settlement proceeds, or the request by Plaintiffs’ Counsel for an award
of attorneys’ fees and costs, you must submit a written objection no later than May 27, 2016 in
accordance with the procedures described on the claims administration website:
http://www.happybirthdaylawsuit.com.
This is only a summary of matters regarding the litigation and the settlement. A detailed
notice describing the litigation, the proposed settlement terms, and the rights of potential class
members, including procedures for participating, seeking exclusion or objecting, has been mailed
to class members whose contact information is already known. You may download the notice
from the settlement administration website, http://www.happybirthdaylawsuit.com, which also
has copies of settlement documents and pleadings in the Action. You may also obtain a copy of
the more detailed notice by contacting the Settlement Administrator by mail, email, or telephone
as follows:

EXHIBIT D
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Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[CITY, STATE ZIP]
[PHONE]
[FAX]
[EMAIL]
If you have any questions about the settlement, you may also contact Class Counsel for
Plaintiffs by mail or telephone as follows:
Betsy C. Manifold, Esq.
WOLF HALDENSTEIN ADLER
FREEMAN & HERZ LLP
750 B Street, Suite 2770
San Diego, CA 92101
Tel: [phone]
DO NOT CONTACT THE COURT OR THE
CLERK’S OFFICE REGARDING THIS NOTICE.
DATED: [insert date]

BY ORDER OF THE COURT
UNITED STATES DISTRICT COURT
FOR THE CENTRAL DISTRICT OF
CALIFORNIA

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EXHIBIT 3

EXHIBIT D
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CLAIM FORM
YOU MUST SUBMIT THIS CLAIM FORM BY MAY 27, 2016 IN ORDER TO RECEIVE
PAYMENT UNDER THIS SETTLEMENT.
GOOD MORNING TO YOU PRODUCTIONS CORP., et al. v. WARNER/CHAPPELL
MUSIC, INC., et al., Lead Case No. CV 13-04460-GHK (MRWx) (C.D. Cal. Western Division)
INSTRUCTIONS
1. In order for a Settlement Class Member to receive a payment and participate in this Settlement, the
Settlement Class Member or an authorized representative of such Settlement Class Member must
properly complete all pages of this Claim Form, submit valid documentation of the Licensing Costs
being claimed, and return the entire form electronically, by facsimile, or by U.S. mail, to the
Settlement Administrator no later than May 27, 2016:
Electronically
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[Email]
http://www.happybirthdaylawsuit.com

By Facsimile
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[ADDRESS]
[CITY, STATE ZIP]
[Fax Number]

By U.S. Mail
Happy Birthday Lawsuit Settlement
Rust Consulting, Inc.
[ADDRESS]
[CITY, STATE ZIP]

2. Under the Settlement Agreement—which contains the definitions of capitalized terms used in this
Claim Form—a Settlement Class Member is defined as a Person who satisfies the following
definition (and who does not submit a timely and valid exclusion request):
(a) all Persons who, at any time since September 3, 1949, directly paid Defendants, Intervenors,
any of their predecessors-in-interest (or any of the Affiliates of any of the foregoing) for each such
Person’s use of the musical work entitled Happy Birthday to You! with the lyrics, “Happy Birthday
to you, Happy Birthday to you, Happy Birthday dear ______, Happy Birthday to you!” (referred to
as the “Song”);
(b) all Persons who, at any time since September 3, 1949, directly paid HFA, Alfred or Faber
as agents for Defendants or their predecessors-in-interest for each such Person’s use of the Song; or
(c) the American Society of Composers, Authors and Publishers (ASCAP), foreign collecting
societies (such as, for example, SACEM and GEMA), and any other Person who at any time since
September 3, 1949 has issued blanket licenses covering the Song, but only for the amounts
allocated to the Song by such Persons and directly paid to Defendants or their predecessors-ininterest (or either’s Affiliates) pursuant to such blanket licenses; or
(d)(i) digital rights aggregation services (such as, for example, Music Reports, Inc.), (ii) foreign
sub-publishers (such as, for example, EMI Music Publishing Ltd.), and (iii) Persons not
enumerated in sub-paragraph (b), (c), or items (i)-(ii) of this sub-paragraph (d) who directly paid
Defendants, Intervenors, any of their predecessors-in-interest (or any of the Affiliates of any of the
foregoing) on behalf of other Persons for such other Persons’ use of the Song at any time since
September 3, 1949, but only to the extent that the Persons listed in items (i)-(iii) of this sub-1EXHIBIT D
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paragraph (d) directly paid Defendants, Intervenors, any of their predecessors-in-interest (or any of
the Affiliates of any of the foregoing) amounts that were comprised of payments by or on behalf of
other Persons for such other Persons’ use of the Song.
In the case of payments referenced in sub-paragraphs (c) and (d), the Persons enumerated in
sub-paragraphs (c) and (d) who made the direct payments to Defendants Intervenors, any of their
predecessors-in-interest (or any of the Affiliates of any of the foregoing) are part of the Settlement
Class, whereas the Persons on whose behalf such Persons obtained the rights to use the Song
(whether through a blanket license or otherwise) are not part of the Settlement Class.
For purposes of this definition, the term “directly paid” includes payments made by a Person’s
accountant, attorney, business manager or similar agent acting for such Person solely in the
capacity of remitting payment and not for the purpose of providing licensing services to other
Persons. In the case of a direct payment by a Person’s accountant, attorney, business manager or
similar agent as described in the preceding sentence, said Person on whose behalf the payment is
made is the Person in the Settlement Class (subject to all other requirements of this definition), and
that Person’s accountant, attorney, business manager or similar agent as described in the preceding
sentence is not in the Settlement Class by virtue of that payment.
Excluded from the Settlement Class are the following: (I) Defendants, their Affiliates, and
HFA, and their respective officers, directors and employees; (II) Intervenors, their subsidiaries, and
Affiliates and their respective officers, directors, employees; and (III) Class Counsel, Defendants’
Counsel, and Intervenors’ Counsel. For the avoidance of doubt, Alfred and Faber are part of the
Settlement Class under sub-paragraph (a) with respect to their own direct licenses of the Song from
Defendants or their predecessors-in-interest (or either’s Affiliates), but only the sub-licensees of
Alfred and Faber are part of the Settlement Class under sub-paragraph (b).
3. If you (or the Person on whose behalf you are submitting this Claim Form, if applicable) do not
satisfy the definition above, which is set forth in Section 1.53 of the Settlement Agreement, then
you (or the Person on whose behalf you are submitting this Claim Form) are not a member of the
Settlement Class and are not entitled to receive payment from the Settlement Administrator.
4. A Settlement Class Member may submit only one Claim Form for all of its Period One Licensing
Costs and for all of its Period Two Licensing Costs. Please be sure to include all the Settlement
Class Member’s Period One Licensing Costs and all the Settlement Class Member’s Period Two
Licensing Costs on this Claim Form.
5. Any Claim Form that is not received electronically or by facsimile, or is not post-marked by U.S.
mail, on or before May 27, 2016, or is not signed and dated by the Settlement Class Member (or
an authorized representative of such Settlement Class Member, if applicable) under penalty of
perjury, or does not contain valid documentation of Licensing Costs (e.g., copies of receipts, email
or letter confirmations, executed licenses, pursuant to Sections 3.2.4 and 3.2.5 of the Settlement
Agreement), shall not constitute a valid claim, and payment may be denied unless otherwise
ordered by the Court. The Settlement Administrator may follow up with you (or the Settlement
Class Member on whose behalf you are submitting this Claim Form, if applicable) for additional
information, but it is not obligated to do so. For more information on the Settlement and how
payments will be calculated, as well as the rights of Settlement Class Members in connection with
-2EXHIBIT D
Page 103

the Settlement, please see the Notice of Proposed Class Action Settlement and the Settlement
Agreement, which are available online at http://www.happybirthdaylawsuit.com.
6. DO NOT MAIL OR DELIVER THE COMPLETED CLAIM FORM TO THE COURT, THE
PARTIES TO THIS ACTION, OR THEIR COUNSEL. Submit the Claim Form ONLY to the
Settlement Administrator in the manner set forth above.
7. FOR RECORD KEEPING PURPOSES, YOU SHOULD MAKE AND RETAIN A COPY OF
THE SIGNED CLAIM FORM UNTIL PAYMENT FROM THE SETTLMENT
ADMINISTRATOR IS RECEIVED.
8. CHANGE OF ADDRESS: It is your responsibility to keep on file with the Settlement
Administrator the current address of the Settlement Class Member. This is the address that will be
used to mail payment and tax forms. If you are submitting this Claim Form on behalf of a
Settlement Class Member, it is also your responsibility to keep on file with the Settlement
Administrator your current address. Please make sure to notify the Settlement Administrator of any
change to the Settlement Class Member’s address and of any change to your address (again, if you
are submitting this Claim Form on behalf of a Settlement Class Member).

-3EXHIBIT D
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PART I: SETTLEMENT CLASS MEMBER INFORMATION
__________________________________________________________________
Name of Settlement Class Member (i.e., the Person who made a direct payment to Defendants,
Intervenors, any of their predecessors-in-interest (or any of the Affiliates of any of the
foregoing) or HFA, Alfred or Faber as defined above and in Section 1.53 of the Settlement
Agreement)
______________________________________________________________________
Settlement Class Member’s Street Address
______________________________________________________________________
City
State
Zip Code
(_____)_____________________________(____)_____________________________
Telephone No. (Day)
Telephone No. (Night)
______________________________________________________________________
Settlement Class Member’s Email Address
______________________________
Settlement Class Member’s
Social Security Number
(for individuals)

OR

_____________________________
Settlement Class Member’s
Taxpayer Identification Number
(for estates, trusts, corporations, etc.)

If the Settlement Class Member remitted payment through an accountant, attorney, business
manager or other similar agent (acting solely in the capacity of remitting payment, and not for
the purpose of providing licensing services to the Settlement Class Member), please provide the
name(s) of such accountant(s), attorney(ies), business manager(s) or other similar agent(s)
(attach additional pages
asnecessary):_____________________________________________________________
If Applicable: Name of Person Submitting this Claim Form as the Authorized Representative
of a Settlement Class Member______________________________________________
______________________________________________________________________
Street Address of Authorized Representative
______________________________________________________________________
City
State
Zip Code
(_____)_____________________________(____)_____________________________
Telephone No. (Day)
Telephone No. (Night)
______________________________________________________________________
Email Address of Authorized Representative

-4EXHIBIT D
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PART II: PERIOD ONE PAYMENT INFORMATION
LIST ALL SETTLEMENT CLASS MEMBER’S DIRECT PAYMENTS TO DEFENDANTS,
INTERVENORS, EITHER OF THEIR AFFILIATES, HFA, ALFRED OR FABER FOR USE
OF THE SONG ON OR AFTER JUNE 13, 2009:

Date of Payment
(chronologically)
Month/day/year
/
/
/
/
/
/
/

/
/
/
/
/
/
/

Amount
of
Payment

Person or
Entity
Making
Payment

Entity to
Whom
Payment
Was Made

Person or
Entity on
Whose
Behalf
Payment
Was Made*

Description of
Documentation of
Payment

$
$
$
$
$
$
$

Please attach additional pages as necessary. You must submit valid documentation of
Licensing Costs (e.g., copies of receipts, email or letter confirmations, executed licenses,
pursuant to Sections 3.2.4 and 3.2.5 of the Settlement Agreement) with this Claim Form.
* The information in this column is necessary only if the payment was remitted to Defendants,
Intervenors, either of their Affiliates, HFA, Alfred or Faber by the Settlement Class Member’s
accountant, attorney, business manager or other similar agent (acting solely in the capacity of
remitting payment, and not for the purpose of providing licensing services to the Settlement
Class Member).

-5EXHIBIT D
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PART III: PERIOD TWO PAYMENT INFORMATION
LIST ALL SETTLEMENT CLASS MEMBER’S DIRECT PAYMENTS TO DEFENDANTS,
INTERVENORS, ANY OF THEIR PREDECESSORS-IN-INTEREST (OR ANY OF THE
AFFILIATES OF ANY OF THE FOREGOING), HFA, ALFRED OR FABER FOR USE OF
THE SONG BEFORE JUNE 13, 2009:

Date of Payment
(chronologically)
Month/day/year
/
/
/
/
/
/
/

/
/
/
/
/
/
/

Amount
of
Payment

Person or
Entity
Making
Payment

Entity to
Whom
Payment
Was Made

Person or
Entity on
Whose
Behalf
Payment
Was Made*

Description of
Documentation of
Payment

$
$
$
$
$
$
$

Please attach additional pages as necessary. You must submit valid documentation of
Licensing Costs (e.g., copies of receipts, email or letter confirmations, executed licenses,
pursuant to Sections 3.2.4 and 3.2.5 of the Settlement Agreement) with this Claim Form.
* The information in this column is necessary only if the payment was remitted to Defendants,
Intervenors, any of their predecessors-in-interest (or any of the Affiliates of any of the
foregoing) or HFA, Alfred or Faber by a Settlement Class Member’s accountant, attorney,
business manager or other similar agent (acting solely in the capacity of remitting payment, and
not for the purpose of providing licensing services to the Settlement Class Member).

-6EXHIBIT D
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PART III: SUBSTITUTE FORM W-9
(You must provide the requested information here even if you have already provided the same
or similar information in the Settlement Class Member Identity section of this Claim Form.
This information is required in order to receive payment under the Settlement.)
Enter taxpayer identification number below for the Settlement Class Member (i.e., the Person
who made a direct payment to Defendants or their predecessors-in-interest (or either’s
Affiliates) or HFA, Alfred or Faber as defined above and in Section 1.53 of the Settlement
Agreement). For most individuals, this is the individual’s Social Security Number. The
Internal Revenue Service (“I.R.S.”) requires such taxpayer identification number. If this
information is not provided, the Settlement Class Member’s claim may be rejected.
______________________________
Settlement Class Member’s
Social Security Number
(for individuals)

OR

_____________________________
Settlement Class Member’s
Taxpayer Identification Number
(for estates, trusts, corporations, etc.)

Check Which Of the Following Describes the Settlement Class Member:
___ Individual __ Corporation __ Trust ___ Estate __ IRA Account __ Other (specify)
PART IV: DIRECT DEPOSIT OR CHECK
CHOOSE ONE OF THE OPTIONS BELOW


OPTION 1: Payment by Direct Deposit

If any payment is made, the Settlement Class Member wishes to receive it electronically by ACH
(Automated Clearing House)
Please provide the Settlement Class Member’s bank account information:
Bank Routing Number: ________________________________________________
Bank Account Number: _______________________________________________
Banking Institution: __________________________________________________
Name on Account: ___________________________________________________
The illustration below is to help you identify the Settlement Class Member’s Routing and Account
Number. If you still are unsure which number on the check is which, please contact the Settlement
Class Member’s financial institution.

-7EXHIBIT D
Page 108

 OPTION 2: Payment by Check
If any payment is made, instead of receiving payment electronically by ACH, the Settlement Class
Member wishes to receive payment by a paper check sent to the Settlement Class Member at the
Settlement Class Member’s address as provided in Part I of this Claim Form.

PART V: CERTIFICATION OF SETTLEMENT CLASS MEMBER
UNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
I (We) certify that I am (we are) NOT subject to backup withholding under the provisions of
Section 3406 (a)(1)(c) of the Internal Revenue Code because: (a) I am (we are) exempt from
backup withholding, or (b) I (We) have not been notified by the I.R.S. that I am (we are)
subject to backup withholding as a result of failure to report all interest or dividends, or (c) the
I.R.S. has notified me (us) that I am (we are) no longer subject to backup withholding.
NOTE: If you have been notified by the I.R.S. that you are subject to backup withholding,
please strike out the language that you are not subject to backup withholding in the certification
above.
I (we) certify that, if I am (we are) acting as the representative for a Settlement Class Member, I
am (we are) currently authorized to act on behalf of the Settlement Class Member.
Signature of Settlement Class Member or Authorized Representative of such Settlement Class
Member *:
Signature: ___________________________________

Date: __________________

*If the person executing this Claim Form is acting in a representative capacity, evidence of
such person’s current authority to act on behalf of the Settlement Class Member must be
submitted with this Claim Form (e.g., proof of power of attorney).

-8EXHIBIT D
Page 109

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME.
THANK YOU FOR YOUR PATIENCE.
Reminder Checklist:
1. Please complete the Substitute W-9 and sign the above Certification.
2. Make sure you have enclosed valid documentation of Licensing Costs (e.g., copies of
receipts, email or letter confirmations, executed licenses, pursuant to Sections 3.2.4 and
3.2.5 of the Settlement Agreement).
3. Keep a copy of the completed Claim Form for record-keeping purposes.
4. If you desire an acknowledgment of receipt of this Claim Form, please send it Certified
Mail Return Receipt Requested.
5. If you move after submitting your Claim Form, please send your new address to the
Settlement Administrator. If you are submitting this Claim Form on behalf of the
Settlement Class Member and that Settlement Class Member moves after this Claim
Form is submitted, please send that Settlement Class Member’s new address to the
Settlement Administrator.

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